Recording took place from June to October 1998 in London and Reykjavík. The album marks a departure of the band's longtime producer, Stephen Street, with his role being filled by William Orbit, who they had chosen after the release of the remix album, "Bustin' + Dronin (1998). Relationships between the band members were reported to be strained, with members frequently missing from the sessions. Lyrically, the album is significantly darker and more innovative than Blur's previous efforts, being heavily inspired by Damon Albarn's breakup with long-term girlfriend, Justine Frischmann, which followed an increasingly strained relationship. This album was the last in over a decade to feature the original line-up as Coxon left the band during the sessions of their next album "Think Tank" (2003), but Coxon would return for "The Magic Whip" (2015).