In the mid-1990s, amid creative and personal differences, guitarists Slash and Gilby Clarke, bassist Duff McKagan, and drummer Matt Sorum all had departed. Only Rose and keyboardist Dizzy Reed remained. In 1997, they began work on the album with guitarists Robin Finck and Paul Tobias, bassist Tommy Stinson, drummer Josh Freese, and keyboardist Chris Pitman. The lineup shifted several times, incorporating guitarists Buckethead, Richard Fortus and Ron "Bumblefoot" Thal and drummers Bryan "Brain" Mantia and Frank Ferrer. Guitarists Brian May and Dave Navarro, vocalist Sebastian Bach, and producers including Mike Clink, Youth, Sean Beavan, Eric Caudieux, Roy Thomas Baker and Caram Costanzo worked on the album across 15 studios. The band recorded dozens of songs, and suggested they could release them across multiple albums.