Most of the songs on this album were written by Spiritualized's Jason Pierce, who had a spell in intensive care after a bout of double pneumonia that almost took his life. At the time he felt the tracks that had no bearing on his life as it had become. A meeting with cult American film-maker Harmony Korine, who asked Pierce to help score the soundtrack for his film Mr Lonely was the turning point. The Spiritualized main man explained to the Sun newspaper May 23, 2008: "He met me at my weakest and least confident point, when I was thinking, 'What the hell am I going to do?' I'm not a particularly confident person anyway. But Harmony asked me to do something beyond what I was used to. It was an honor to be involved with somebody as crazy and beautiful as him. He's so full of ideas. Most importantly, he put me in a studio where I was dealing with sound without having to front it. It was liberating. I thought maybe if I run my old songs alongside the soundtrack, my album would get a look-in creatively as well."
Pierce was consequently inspired to write short instrumental passages which he named after Harmony and these six interludes provide "the glue" with which the album is held together. He told the Sun: "They gave the album an atmosphere and an energy."
Will.I.am, literally dreamt up "I Gotta Feelin'." Said the Black Eyed Pea: "Have you ever had a dream where there's a melody in your dream? I'll wake up out of my sleep and record that! 'I Gotta Feelin' was one of those songs."