A great deal of pre-production took place in South Africa with supervision from a Wind-up representative. It continued in New York City before the album recording sessions began in Los Angeles. Veteran session drummer Josh Freese filled the role in the studio before an audition took place at Leads Rehearsal Studio. Among sixteen others, Nick Oshiro auditioned and joined the band in 2001. Seether would also enlist guitarist Patrick Callahan in the fall of that year after performing alongside his then-current band in Philadelphia.