During their tour supporting
Take Offs and Landings, Rilo Kiley began conceptualizing their second album. While performing in San Francisco, the band met
Tim Kasher of
Cursive, who was touring with his side project, the Good Life. Following their meeting, Rilo Kiley accompanied Kasher to Omaha, Nebraska, where he introduced them to
Presto! Recording Studios, operated by Mike and A.J. Mogis. At the time, the Mogis brothers were establishing Omaha, along with
Saddle Creek Records, as centers of early 2000s "
Omaha Sound". In a 2002 interview, Jenny Lewis noted that the band had already been fans of the Omaha music scene, having purchased
Bright Eyes’
Fevers and Mirrors the previous year. Reflecting on the experience, Lewis commented that this album more accurately captured the band’s live energy compared to their debut album,
Take Offs and Landings, which was recorded at home. “With
Take Offs and Landings, we were still learning how to record and perform,” Lewis said. “This one better reflects how we play live.” The recording sessions took place over several weeks in March 2002, with Lewis describing the studio environment as cold and alcohol-laden, which influenced the emotional tone of the album's performances. == Music and lyrics ==