rehearsals began at full blast studios in los angeles in july 1995 before recording took place at sound city studios and a&m studios over the following months. the band spent almost 4 months rehearsing/recording and the album went massively over budget, including a scrapped mix of the entire album by alan moulder. the final mix of the album was provided by joe barresi. recording took its toll on guitarist billy dalton who departed the band shortly after returning home.