The band left Capitol Records in 1998 and signed with Hollywood Records, a subsidiary of The Walt Disney Company. Vocalist and lyricist Le Bon, increasingly unhappy with the band's situation and the departure of bassist John Taylor, was suffering from a severe case of writer's block during the making of this album. In his stead, keyboard player Rhodes and guitarist Cuccurullo took on more of the songwriting than usual, reworking some of their TV Mania material into some of the songs on the album.