The album was written partially in their hometown of Minneapolis and partially in Los Angeles, during a period in which frontman Justin Pierre was seeking treatment for alcohol abuse. He hoped for his lyricism to better emphasize storytelling, inspired by the lyrics of Tom Waits, Ben Folds and John K. Samson. Hoppus mainly worked with the band on completing song arrangements. The album became the band's breakthrough,with lead single "Everything Is Alright" becoming the band's signature song.