The sessions were recorded on tape and Pro-Tools simultaneously; the band ultimately chose to use the tape version, as they preferred its sound quality. Most songs were recorded live with the band members playing together in one room, and microphones set up to capture the overall sound rather than that of individual instruments. Was felt this approach best approximated the feel of a Black Crowes concert, later noting that the "Lions" songs debuted at a private show in "sounded exactly like the record." Most of the recordings that comprise the album were recorded during preproduction, the purpose of which was to test arrangements. "e didn't think we were recording the record. And it turned out to be great" said Rich. Audley Freed played guitar on only three tracks because Rich did not want "the meat of the song, which is the riff", to get lost in a "wall of sound". Though Rich brought his entire collection of guitars and a number of amplifiers, he mostly recorded with a 1954 Fender Esquire through a Harry Joyce amp. To achieve a resonator-like tone on "Soul Singing", he used a James Trussart metal-bodied electric. Since Andy Hess did not join The Black Crowes until the above private show, the band did not have a bassist during the recording sessions; Rich thus played bass on most tracks. On "Lay It All on Me", however, Rich played piano, leaving the bass guitar duties to Don Was.