According to guitarist Marty Friedman, it took the band a year to prepare the record "from note one to mixing". A lot of the material was written during the tour and some of it afterwards. As Friedman said, the songs came together naturally because the band wasn't rushed to get a record out. The album was produced by Dann Huff, who had his producing debut with Megadeth. The band chose to work with Huff because they were not satisfied with Max Norman, the producer of their previous record. Mustaine explained why he decided to quit the collaboration with Norman: "Max came up with this bullshit formula that every song had to be 120 beats per minute to get on the radio. When people make drastic decisions to do things like that and it backfires, it usually ends up, in one way or another, costing them their jobs."