In 2010, Fountains of Wayne commenced work on their fifth album, which was influenced by the recent acoustic tours they had done. According to Porter, "It’s a little bit more introspective and not as loud of a record as the last two. I think that came from the fact that we started last year doing acoustic-based tours because we didn’t have a record out. We wanted to get back out on tour and did it stripped-down. Overall it’s not as brash or guitar-heavy."