Recording took place at Bay 7 Studios in Valley Village, California and Sparky Dark Studio, Calabasas, California. With Howard Benson acting as producer, Mike Plotnikoff oversaw recording. Paul Decarli recorded horns and did Pro Tools editing with assistance from engineer Hatsukazu Inagaki. Benson also performed keyboards and did programming, while Lenny Castro played percussion. Plotnikoff mixed the majority of the songs at Glenwood Place Studios in Burbank, California with assistance from Ian Suddarth. Chris Lord-Alge mixed "Overrated (Everything Is)", "Fall Apart", "Hopeless Case" and "The Rest of My Life".