The band gathered the more than 30 songs (far more than any past album) at a rehearsal hall in Toronto, to learn and arrange the songs. They intended to record as many beds (initial recordings, used to record the final track over) as possible, and ultimately recorded 29 beds in fall 2005 (they decided to leave several songs which were previously recorded off in order to potentially use the prior recordings on an upcoming boxed set). The band also noted that there was no "naked track" (a song recorded with all the band members naked, started on "Gordon" with "King of Bedside Manor") for this album, saying that it had gotten old.