The album was delayed during 2004 because of some changes: bassist Nick Oliveri was fired and Screaming Trees' former member Mark Lanegan went on tour with his own band. He's nevertheless still heard singing on several songs of the album. Because of these turmoils, there had been rumors about Mark Lanegan leaving the band, which Josh Homme eventually clarified in several interviews, was never the case. Nevertheless he encouraged these rumors to draw off the attention, which gave the press "something to focus on while I was just making the record."
All songs written by Joshua Homme, Troy Van Leeuwen, and Joey Castillo, except where noted. Additional lyrics on "Medication", "Tangled Up In Plaid", "Long Slow Goodbye" by Mark Lanegan.