The songs were recorded in Madison, Wisconsin at a now-closed studio prior to the band's March 2011 tour with Dropkick Murphys. Madison is the home base of Butch Vig
, who produced Against Me!'s previous two albums. "We had a break between tours this past February that left us nowhere near Florida," frontman Tom Gabel
(who later became Laura Jane Grace) told Spin
magazine. "When I realized that we were going to be close to Madison, though, I gave Butch a call to see if there was any way we could go into Smart Studios to record a couple of songs that I had in my pocket. I knew that Smart was closed to the public but that most of the gear was still there. I wanted to have the chance to record there before it was gone for good. Butch was cool enough to help make it happen."