The album's title is intended to reference Top 40 radio stations, and the tracks reflect a straightforward country-rock sound. The band members felt that they needed to establish themselves outside of the Tupelo fanbase. However, Tweedy later stated that in actuality, they were "trying to tread some water with a perceived audience." Tweedy wrote a song about the Uncle Tupelo breakup, but decided that he didn't want any material on that subject matter to appear on the album. (It can be argued, however, that first single "Box Full of Letters", as well as "Too Far Apart" allude to the dissolution of Farrar and Tweedy's friendship and working relationship.) Critic and author Greg Kot wrote in "" that "Tweedy's voice and personality are as modest as the arrangements; there's little sense of drama, and virtually no hint of risk. Tweedy attributes some of the straightforwardness of the album to his abuse of marijuana at the time. Shortly after the album, Tweedy stopped smoking pot, to which he credits the introspectiveness of further albums.