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These elements were inspired by lifestyle changes (the band members all became fathers before the album was released) and side projects.

While past recordings tended to meditate on feelings from high school, the band felt it was akin to a safety net and desired to write about "what's going on […] right now." "Feeling This" was the first song written for the album and illustrates a scenario of lust, ambivalence, and regret, with the protagonist of the song reflecting over his romance's dimming flame in the chorus "Fate fell short this time/Your smile fades in the summer." Hoppus and De Longe wrote the song in two different rooms and upon meeting to discuss the song, the two realized they had both written about sex—the passionate, lustful side (reflected in the verses) and the romantic side (the choruses).

Hoppus described his desire for the album to experiment with different arrangements in a 2002 interview: "Before, we got one guitar sound that we changed a little bit through the record.

This time we want to try a whole different setup for each song." "Once the door was opened by Tom and Travis with Box Car Racer, Mark started to be more on board with that concept.

The record was left untitled as to refrain from labeling its content, and its packaging features a "smiley face" logo inspired by pop art.