The album was written in 2006 during what was to vocalist/guitarist Thomas Erak "a really dark time" in his life. Erak states: "We wanted to expand upon our band in every direction musically and attitude-wise", resulting in a much more eclectic album; one that "always keeps listeners guessing." The band also wanted to pursue some of their more pop and pop-rock influences. Drummer Andrew Forsman described the record as "...a mix of staying true to our punk rock roots whilst pushing new musical ground. We definitely wanted a more poppy sound; we love good pop and we wanted to explore what we could do with that kind of sound. Other than that we wanted to make the songs flow a little better; instead of riff after riff after riff we wanted something that would be more cohesive regardless of the specific style." Erak adds "Weezer, Saves The Day and The Get Up Kids were all great bands. I am not afraid to venture into that world as long as the creativity and the art is still preserved as part of it." Some noticeable changes from their previous works include the increased amount of non-screamed vocals on the album, and the inclusion of "Caught Up", a song consisting of just Erak singing and playing guitar, with no accompaniment from bassist Tim Ward or Forsman. While the album was being recorded, Erak stated that Nouela Johnston of the Seattle band Mon Frere was playing keyboards and adding backing vocals to several of the songs on the album. However upon release of the album