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.