 The sale of the band's North American independent record label Almo Sounds to Universal Music Group in early 2000 put the B-sides album on hold; Garbage decided to simply start work on recording their third album instead. Garbage began writing and recording the album at their own Smart Studios in Madison, Wisconsin in April of that year. "The only vision we had was that we wanted it to sound different," recalled guitarist Duke Erikson about the influence that the two new tracks had cast, adding that the band wished to evolve the chemistry that the band had developed from touring the previous two years.
