It is a slight departure from the band's other releases, veering toward more of a rock sound as opposed to ska, especially on the first five tracks, where nary a syncopated drum beat or upstroke on the guitar is heard. Nevertheless, the album is a continuation of the band's longstanding tradition of putting self-loathing lyrics to upbeat music. The hornless single, "Where Have You Been?", was a moderate success in 2002, helping album sales. The album also shows Reel Big Fish expanding their musical styles past the pop-rock sound, as it contains an a cappella cover of Frank Sinatra's classic "New York, New York" as well as a cover of Sublime's "Boss DJ". Additionally, the last track, "Drunk Again," as well as the international bonus track "Average Man," is actually sung by Reel Big Fish trumpeter/guitarist/pianist/vocalist Scott Klopfenstein, with a style differing from the traditional Reel Big Fish sound, and the former song later being performed by Klopfenstein's side project The Littlest Man Band.(The band later stated, perhaps jokingly, that the song was accidentally put on the album and was intended to have been on a Littlest Man Band album instead) The CD cover art of the evil clown for this album was drawn by Aaron Barrett's father.
The webseries "High Score", the precursor to the popular webseries "Bonus Stage", used a truncated version of "A Little Doubt Goes a Long Way" as its opening theme.
Similarly, the "Give It to Me" cover was used as the theme for web cartoon Waterman, which later led to a collaboration between the band and the cartoon for Waterman's eighth episode.
On the commentary for Reel Big Fish's "The Show Must Go Off!" DVD, Aaron Barrett says that the song "Valerie" is, contrary to popular belief, not about a girl, but is in fact about the album's producer, Val Garay.
Aaron Barrett is quoted on You're All In This Together (the concert DVD included with Our Live Album Is Better than Your Live Album) as saying that he was asked indirectly by the president of Jive as to why "all of his songs were so depressing." In response to this statement, Aaron claims he went into the president's office and played a version of "Cheer Up", replacing all negative words with positive words; "I've got a funny feeling, we're not born to lose, and I've got a funny feeling that this life is worth living through!" Apparently, the president said he understood why the songs were so pessimistic.