Following the commercial success of
Gordon, Barenaked Ladies pursued a more mature and refined sound on their sophomore effort. Recording sessions took place at Bearsville Studios in
Woodstock, New York, with Canadian producer Ben Mink, known for his work with
k.d. lang and
Murray McLauchlan. Compared to the band's debut, songwriting for this album was notably less collaborative. Steven Page and Ed Robertson, who had co-written the majority of tracks on
Gordon, worked more independently on this follow-up. Critics and fans observed that this shift led to a more fragmented album, with differing lyrical tones and stylistic approaches reflecting the individual sensibilities of each songwriter. As with their early sessions, the band recorded one track, "Intermittently," entirely in the nude as a form of light-hearted tradition. Several tracks written during this period were excluded from the final album. "Break Your Heart" was later re-recorded for
Born on a Pirate Ship (1996), while "Trust Me" appeared as a B-side on the
Shoe Box EP (1995). Reflecting on the challenges of recording with a major-label budget, Page noted: "We did most of the last record in
Burnaby, a cold and industrial wasteland, with a huge budget we really did not need. All a huge budget does is put you further in debt. Imagine if they raised your VISA limit to $5,000 and then gave your card to a professional shopper—let us call him a producer—and he said, 'OK, let us spend the whole thing.'" ==Personnel changes==