The album is not a direct continuation of the band's first album Downtown Battle Mountain, but features the same line-up that recorded the first album as original members Jonny Craig, Jon Mess and Eric Lodge all rejoined the band in 2010 (Sean O'Sullivan participated in a small string of reunion shows, but did not appear on the album; he did, however, contribute to writing at least one song.) It was produced by Kris Crummett, who produced the band's previous albums. The Hot Topic exclusive edition includes two bonus tracks ("People You Knew" and "Perfect"), as well as the whole Downtown Battle Mountain album as a bonus disc.
Released 2 years after the prior album, Happiness, released in 2009, it was the longest gap between albums at the time, making 2010 the first year they did not have an album or EP out since they released their first EP, Whatever I Say Is Royal Ocean in 2006. This would become standard for future releases, with their fifth studio album Acceptance Speech being released in 2013 and their sixth studio album Instant Gratification being released in 2015.
The album was leaked on March 3, 2011, approximately one week before its release. To combat the leak, Rise Records uploaded the album in its entirety to YouTube. The album debuted at number 82 on the Billboard 200 while the Hot Topic deluxe version debuted at 190 on the Billboard 200 in the same week.
This was the third release and last album to feature clean vocalist Jonny Craig upon his rejoining the band in 2010. He later parted ways with them in August 2012.