It was the last studio recording to feature drummer and founding member Darrell Sweet, who died of a heart attack in 1999. The album also features guest performances by bassist Pete Agnew's son Lee, who later replaced Sweet as the band's drummer. The album was recorded at the Parkgate studios, Catsfield in East Sussex in 1997. 11 of the 12 tracks were remixed in early 1998, with horns and guitar overdubs added. During the original recording, the Hale-Bopp comet was clearly visible.
The character on the album artwork is known as 'Boogaloo'.