Tokio Hotel recorded this in Los Angeles, where the clubs close at 2 a.m. rather than staying open all night. The band often went to the studio to keep the party alive into the small hours. "'Feel It All' is one of those songs that we wrote at an after-party," singer Bill Kaulitz told MTV News. "It's one of those songs where you just don't want the party to end and it's an after-hour party song and you just gotta go all night."
The lyrics to "Heartbreak Hotel" were written by a steel guitar player who was once a dishwasher repairman. He was inspired by a newspaper story about a man who killed himself and left behind a note saying only, "I walk a lonely street."