In mid-2004 after five years of regular touring and recording as Brand New, they decided to take time off and concentrate on their personal lives and pursuing other projects. At this point, the band had already written and recorded "10 or 11 songs" that they believed would form the next album. In late 2005 when the band reunited to continue work on the album they found that the music they were writing was entirely different to the tracks they had previously recorded for the album, leading them to start over.When the band reentered the recording studio they began working with producer Dennis Herring in Oxford, Mississippi. Lacey recalled that Herring understood exactly what the band was trying to do with the album, but due to time constraints and lack of money they instead opted to work with Mike Sapone, with whom they had worked with on their first album. Sapone acted more as a "fifth or sixth bandmember" than as a producer, Lacey recalled, which allowed the band the involvement and control over the production that they were looking for, as well as allowing the band freedom to be more experimental. Throughout the writing and recording, Jesse Lacey, Vincent Accardi, Garrett Tierney, Brian Lane and Derrick Sherman were each plagued with death and illness amongst their families and friends. Lacey recalled that each of them had become a little too comfortable with the idea of a funeral.