McWilliams wrote and recorded many of the songs on the album in a studio on Gore Street - a red-light area in Auckland. According to a biography of Cake, the album was influenced by this environment, including "incessant street brawls, strip club pop, and Doobie Brothers hits played by the covers band in the 24-hour bar downstairs." The album includes instrumental tracks such as "Airshow" and "You're Watching Me", and vocal tracks such as "Secret Girl" described by McWilliams as a comedy song that 'came out serious'.
