In 1987, the band met producer/engineer Jim Scott while recording with Robbie Robertson on his debut album. They began recording with him in 1988. Following the mixed reception of Outside Looking In, the band wished to approach their next album differently. They added keyboardist Michael Ramos to their lineup and recruited Kenny Aronoff, known for his work with John Mellencamp, to record drums. Most of the tracking was done live in an abandoned shoe factory in downtown Milwaukee, a space that they had previously rented for rehearsals. Over 22 songs were recorded during this time, several of which can be found on the Leftovers rarities collection. In many ways, the album continued along both the roots-influenced sound of their debut and the harder-hitting 80's rock sound of their second record. U2's influence was also evident on this album through Neumann's ambient guitar playing. Overall, the album was very well received by fans and critics.
Music critic William Ruhlmann, writing for AllMusic, wrote of the album: "Things had changed for this band over three albums: initially, they sounded so style-bound that you wondered if any growth was possible, but with this album they were charging off in half-a -dozen directions at once." Likewise, Fred Goodman of Rolling Stone said, "That the BoDeans are able to rise above the song's one-from-column-A, one-from-column-B structure and create a deeply moving and personal piece of music bodes well for their future. Someday soon the BoDeans are gonna get to that place where they really wanna go and they'll walk in the sun."