Macdonald began writing songs for her second album in spring 2009, in a brief break from her touring commitments. For the first time she began poring through her old notebooks, looking at song ideas, unlike her debut which consists mainly of songs that she wrote straight away. Many of the tracks were inspired by real-life personalities or events from her everyday life. Contrary to some reports, she did not write "Spark" for murdered toddler James Bulger after watching a TV programme on his murder. "What Happiness Means to Me" is dedicated to her footballer fiancé Steve Lovell, while "An Ordinary Life" is inspired by the "Z-list celebs" she saw flocking around Scots-born Hollywood actor Gerard Butler at a party he held in Glasgow late 2009 to mark the opening of his film "Law Abiding Citizen". "My Only One" is partly about her late grandparents and partly about Michael Jackson. The tracks were recorded at Weller's BlackBarn Studios in Surrey.