After playing two shows, the band began recording their next album in September 2003. after the band tracked 18 songs in total. A variety of session musicians appear on the recordings:
David Campbell (string arrangements and viola on "I Don't Wanna Know"),
Joel Derouin (violin on "I Don't Wanna Know"),
Charlie Bisharat (violin on "I Don't Wanna Know"), Larry Corbett (cello on "I Don't Wanna Know"), Riley Avron (backing vocals on "Your Biggest Mistake"),
Debra Byrd (backing vocals on "Doubt Full"), Angela Fisher (backing vocals on "Doubt Full") and Tony Wilkins (backing vocals on "Doubt Full"). In addition, members of the group's contemporaries also appear:
Freddy Cricien of
Madball (backing vocals on "Your Biggest Mistake" and "At Least I'm Known for Something"),
James Dewees of
Reggie and the Full Effect (keyboards on "Failure's Not Flattering"), Andy Jackson of
Hot Rod Circuit (backing vocals on "Over the Head, Below the Knees"),
Toby Morse of
H2O (backing vocals on "Over the Head, Below the Knees") and
Hazen Street (backing vocals on "Over the Head, Below the Knees").
Tom Lord-Alge mixed the tracks at South Beach Studios, before they were mastered by
Ted Jensen. ==Composition and lyrics==