After touring ended, the band was physically and mentally fatigued, and looked to write a significantly different album. The group eventually reconvened in Kansas and wrote new material for their next album. Soon afterwards, they accumulated 25 songs. The band compiled a list of potential producers for their next album. Scott Litt approached the group after liking the demos he heard. "Eudora", a compilation of rarities and obscure recordings, was released as a stop-gap release to capitalise on the band's success and to maintain hype for their next album. In November 2001, the band recorded "Campfire Kansas" at Z'Gwonth Studios in Lawrence, Kansas. Following this, the band embarked on a headlining US tour, with support from the Appleseed Cast and Alkaline Trio. The rest of the album was recorded in January and February 2002 at Tarquin Studios in Bridgeport, Connecticut with Litt over the course of six weeks.