The English singer-songwriter Nash revealed to Drowned In Sound that this song's lyrics were inspired by the occupation of Iraq: "With 'Mouthwash' I read this play called Guardians about a female soldier that was pictured torturing Iraqis. There's a monologue from her and the one thing she says she couldn't get out of her head was these women buy toothpaste, like they're in a totally different world but they're the same as her. When you strip away everything from someone you have the same basic needs like brushing your teeth so this was saying don't judge me... it's a bit of a protest song really."
Walk The Moon vocalist Nicholas Petricca got the idea for "Shut Up and Dance" when he and his girlfriend were taking forever to get drinks at a Los Angeles club bar. Petricca was getting frustrated, so his girlfriend told him to, "Shut up and dance with me!'"
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit