The album started out in Atlanta with producer Brendan O'Brien. Although those sessions produced good results--the leadoff single, "Love Untold", among them--Westerberg and O'Brien parted ways. O'Brien was pressed for time, and Westerberg needed more time to write enough songs to fill out a full album. Westerberg regrouped with Lou Giordano.
The song "Good Day" was written for late Replacements guitarist Bob Stinson. It references "Hold My Life", a track from the album Tim.