Following Alice in Chains' extensive 1993 world tour for
Dirt, bassist
Mike Starr getting fired during the tour for his drug use, and
Ozzy Osbourne bassist
Mike Inez joining the band, the members returned home to
Seattle after the end of their
Lollapalooza tour and found themselves evicted from their residence after failing to pay the rent. Homeless, the band then moved into the
London Bridge Studio in Seattle. During Alice in Chains' June–August 1993 appearance at Lollapalooza, guitarist
Jerry Cantrell called producer
Toby Wright with a proposal to collaborate on new material. Wright reacted positively and booked ten days at the London Bridge Studio. Despite Cantrell's assurances, the band did not have any planned tracks before the session began. Drummer
Sean Kinney had said, "After playing loud music for a year, we'd come home and the last thing we wanted to do was crank up the amps right away. That stuff was written on buses and whenever we had downtime. We did
Jar of Flies to see how it was to record with [bassist] Mike Inez. We just went into the studio with no songs written, to check out the chemistry. It all fell into place. The sounds and the tones were really good. We thought it would be a waste not to put that material out." The first session took place on September 7, 1993. Vocalist
Layne Staley said the band "just wanted to go into the studio for a few days with our acoustic guitars and see what happened. We never really planned on the music we made at that time to be released. But the record label heard it and they really liked it. For us, it was just the experience of four guys getting together in the studio and making some music." The album's sessions lasted 14–18 hours a day, and recording was complete within seven days. Assistant engineer Jonathan Plum described the sessions as "exhaustive". The album was recorded on tape on a Neve 80-68
mixing console because Wright wanted the album's acoustic sound to be as natural as possible. Staley instructed that
Pro Tools not be used within the studio; as Wright explained, "Layne absolutely had a working knowledge of his sonic preferences in the studio - and felt analog sounded better for the band's sound." The album's tracks were mostly recorded within one or two takes. The album's acoustic guitar sound was particularly focused on. Wright recalled that "at some points we
overdubbed some acoustics with micing those acoustics, but when they were recording live off the floor, I'd use whatever
pick-ups [Cantrell] had in his guitars at the time, trying to keep that sound as close to acoustic-sounding as possible. So that it sounded like it was an acoustic guitar instead of an
electrified acoustic guitar." Cantrell used
Ovation guitars during the album's sessions. To reflect the recording's acoustic climate, Kinney sometimes used
brushes to obtain a softer feel.
AKG 414 microphones were used for overhead registration, while D-12s were used for the floor and rack toms, and
Sennheiser MD 421s were placed on the kick drum. 451s and 57s were mounted on the top side of the snare drum, while a 441 was fitted on the bottom side. The characteristic
syncopated drum opening in "No Excuses" was a result of Kinney's
improvised experimentation with side-stick drumming. Wright was not an advocate of the technique and said that they "eventually wound up with some
bongos and some smaller drums set up over the
hi-hat that we incorporated into that
groove." Staley wrote much of the album's lyrics within the studio and arranged the album's vocal harmonies. Wright recalled the pace of Staley's work as quick, and that the vocal tracks were recorded within one or two takes via a
Neumann M-49 microphone. Cantrell performed the lead vocals in the track "Don't Follow". Wright described Cantrell as an "awesome" singer, and stressed that "you couldn't have done all those harmonies without him." The album's sessions concluded on September 14. Wright mixed the album at Scream Studios in
Los Angeles,
California from September 17–22. ==Music and lyrics==