Lewis intentionally sought a live-in-the-studio for this CD, almost viewing it as a live album without an audience. Since her band and she had performed these songs live many times before recording them, it was a natural approach. But while the result is successful in creating a loose, freewheeling energy the album also has less structure and coherence. Sometimes the songs have haphazard feel, like "The Next Messiah" which is actually several different compositions stitched together into one epic nine-minute track. While the music is good enough, the song structure has the feel of a spur-of-the-moment studio decision that perhaps would have (or should have) been reversed upon further reflection.
Much of the songwriting continues Lewis' penchant for writing "confessional" songs, intensely personal narratives, like the title track (inspired by a real-life teenage drug experience by Lewis).
Helping Lewis and her band flesh out the music are the members of She & Him (Zooey Deschannel and M. Ward), plus The Black Crowes' Chris Robinson, and Elvis Costello.