Liz Phair departed from Phair's earlier lo-fi sound for more polished pop production and songwriting. Phair said she wanted to earn more money from her work, and hired the Matrix, who had produced songs by pop acts including Britney Spears, the Backstreet Boys, Ricky Martin and Avril Lavigne. The Matrix co-wrote four songs, including the singles "Extraordinary" and "Why Can't I?".
