Vince Neil, together with then manager Bruce Bird and also Jack Blades, originally approached long time friend and ex-Ozzy bassist Phil Soussan to help him write the album and put a band together. Soussan left his then current band Beggars & Thieves and wrote several tracks with Neil of which 5 became included on the album. The original lineup was to have featured Adrian Vandenberg of Whitesnake and Manic Eden on guitar but a switch was made at the last minute, at Warner Bros. recommendation, and Steve Stevens was hired. The former Billy Idol guitarist and Atomic Playboys founder, claims to have subsequently played all bass and guitar tracks on 'Exposed'. During the final recording process Soussan left the band after differences with Stevens, who had insisted on wanting to play bass on the album. Robbie Crane was then switched from rhythm guitar to bass, Dave Marshall was hired as rhythm guitarist and Vik Foxx continued to play drums. The band eventually went on tour, opening for Van Halen.
After Phil Soussan left the band, a lawsuit ensued after Stevens tried to misrepresent the writing credits on Soussan's songs, and Soussan served an injunction on the record. With all the early evidence Soussan's claim was ultimately found to have merit and Stevens name was removed from the credits.
Robbie Crane says that he left the band after getting into a fight and punching Neil. Crane says in an interview conducted with Metal Sludge, that the band had missed a show due to a broken down bus, and Neil had to perform with members of other bands (Slaughter and Warrant), and the two got into a heated exchange when Crane arrived at the venue. Crane says that he hit a drunken Neil, causing Neil to hit and cut his head open on a spike on the ground. Crane also said that Foxx was fired from the band after stealing equipment.
The album includes a cover version of "Set Me Free" from the Sweet’s Desolation Boulevard album, as well as a Soussan/ Neil ballad titled "Forever" which was dedicated to his wife Sharise, who filed for divorce from Neil earlier that year. At the end of the song, there is a few seconds of silence followed by a little girl's voice saying "Oh No!" (this is Vince's daughter Skylar). Pornstar Janine Lindemulder can also be seen in the video for, "Sister of Pain." Neil also recorded two bonus tracks for the Japanese edition. These tracks include: "Blondes (Have More Fun)" and a cover of The Ramones’ "I Wanna Be Sedated".
Neil released the single, "Can't Have Your Cake" and made a video for it. The video would feature an up-and-coming starlet by the name of Pamela Anderson, and Vince Neil's son Neil Wharton, who portrayed a young Vince Neil in the video. Neil also shot a video for, "Can't Change Me" which was filmed at the Record Plant.
The band's first show was played at the Roxy. They called themselves, "Five Guys From Van Nuys."