In 2021, one year after the release of the band's previous studio album,
Forever + Ever x Infinity (2020), guitarist
Chad Gilbert was diagnosed with
metastatic pheochromocytoma, a rare form of gland
cancer. Frontman
Jordan Pundik reflected: "It was a gut punch when we found out everything… to see my friend, my brother, going through that." As a result, Gilbert was no longer able to tour with the band, with guitarists Kevin Skaff, Zach Comtois and
Dave Knox filling-in for him on the road. Following Gilbert's diagnosis, the core four-piece wrote and recorded an acoustic mini-album,
Make the Most of It, which was released in January 2023. With the other members of New Found Glory on tour, Gilbert began working on material for a new studio album at his home in
Franklin, Tennessee: "I got to play a couple of shows that were close by. But, you know,
Brian Wilson from
The Beach Boys was
schizophrenic, so when they were in Japan on tour, he was at home making
Pet Sounds". Between tours, bass guitarist
Ian Grushka and drummer Cyrus Bolooki stayed with Gilbert to work on the new material together. During the recording process of
Listen Up!, Gilbert recorded his guitar parts while going through
chemotherapy. Touring rhythm guitarist
Dan O'Connor assisted in the studio, with Gilbert noting: "When I needed to double a guitar track and take a rest, he could help out with that. Without Dan, I don’t know if the album would have been finished – I did not expect to be so close to death while making it." ==Writing and composition==