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==Background== The album was created over an exhaustive four-year period. After the release of Filter's 1995 debut ''[[Short Bus (album)|Short Bus]]'', which was created entirely by frontman [[Richard Patrick]], [[Brian Liesegang]], and a [[drum machine]], the band toured in support of the album throughout 1996. In order to do this, a live band was recruited, consisting of Geno Lenardo on guitar, Frank Cavanaugh on bass, and [[Matt Walker (drummer)|Matt Walker]] on drums.<ref name="allmusic.com">{{cite web|author=John Bush |url=http://www.allmusic.com/artist/filter-mn0000178122/biography |title=Filter | Biography & History |website=[[AllMusic]] |access-date=November 20, 2015}}</ref> Reports of working on a second album started to arise in early 1997. Initial plans involved Patrick and Liesegang working together on a second album in a similar manner as their first album. Liesegang initially spoke of traveling across North America and recording on a [[PowerBook]] whenever inspiration hit them.<ref>{{cite web|url=http://filterpage.tripod.com/archive/b.txt |format=TXT |title=Interview |publisher=Filterpage.tripod.com |access-date=November 15, 2015}}</ref> He referred to a tentative title as ''Longbutter'', a tentative release date of September 1997, and hinted of moving in a more electronic direction now that the band had established themselves as different from [[Nine Inch Nails]], of which they had both been a part prior to Filter.<ref>{{cite web|url=http://filterpage.tripod.com/archive/addict1.txt |format=TXT |title=Interview |author=Gil Kaufman |publisher=Filterpage.tripod.com |access-date=November 15, 2015}}</ref> Prior to formal recording sessions for a new album, the two wrote and released a few songs on movie soundtracks, most notably the [[electronic rock]] track "[[(Can't You) Trip Like I Do]]" with [[the Crystal Method]], which proved to be a turning-point for the two. The sessions strengthened Liesegang's conviction to move into more of an electronic, [[Radiohead]]-type musical direction, whereas it had the opposite effect on Patrick, inspiring him to keep the music heavy and guitar oriented.<ref>{{cite web |last=Man |first=The |url=http://mancave.cbslocal.com/2013/06/04/interview-with-richard-patrick-and-jonny-radke-of-filter/ |title=An Un-Filtered Interview with Filter Β« Man Cave Daily |publisher=Mancave.cbslocal.com |date=June 4, 2013 |access-date=November 20, 2015 |url-status=dead |archive-url=https://web.archive.org/web/20151121022249/http://mancave.cbslocal.com/2013/06/04/interview-with-richard-patrick-and-jonny-radke-of-filter/ |archive-date=November 21, 2015 }}</ref> With the two both unable to agree on how to proceed, constant arguing and power struggles ensued.<ref name="guitar">[http://filterpage.tripod.com/archive/guitarmag.html] {{webarchive|url=https://web.archive.org/web/20040518220558/http://filterpage.tripod.com/archive/guitarmag.html|date=May 18, 2004}}</ref> Patrick's collaboration with The Crystal Method had also opened his mind to collaborating with different musicians,<ref>{{cite web|url=http://filterpage.tripod.com/archive/liese.txt |format=TXT |title=Liesegang Unfiltered Interview |publisher=Filterpage.tripod.com |access-date=November 15, 2015}}</ref> leading him to start attempting to push Liesegang out of the band.<ref name="guitar"/> The resulting tensions and fighting led Lenardo, Cavanaugh, and Walker all to leave first.<ref name="guitar"/> Relations between Patrick and Liesegang continued to deteriorate, and by mid-1997, due to Patrick's "creative dominance", Liesegang quit the band as well, leaving Patrick as the sole member.<ref>{{cite web|url=http://filterpage.tripod.com/archive/philtre.txt |format=TXT |title=Interview |author=Chris Nelson |date=September 24, 1997 |publisher=Filterpage.tripod.com |access-date=November 15, 2015}}</ref> Patrick, now on his own, attempted to restart the sessions for the album, but experienced further roadblocks: <blockquote> "I kind of had to hit rock bottom. I didn't have a band. I didn't have a studio. I had this [[Short Bus (album)|platinum record]] that showed up in the mail, and I had nothing except for my own talents. So at some point, I forced myself to play the guitar. I would force myself to write lyrics. I was playing people's demos. I was still into the band. It's just that I didn't have anything.<ref name="guitar"/> </blockquote> Patrick opted to start over by building his own studio, called "Abyssinian Son"; however, this ended up being far more complicated and time-consuming than he expected, with over two years going into dealing with realtors, property leases, and contractors to get the studio in functioning shape.<ref name="guitar"/> Once preparations were complete, Patrick met up with, and started early sessions with music producer and [[sound engineer]] Rae DiLeo.<ref name="guitar"/> However, after a month of sessions with just himself and DiLeo's guidance, Patrick decided not to do the entire album himself, and decided to seek out musicians, specifically, the ''Short Bus'' touring band.<ref name="guitar"/> As several years had passed since members had left, this led to difficulties as well. Walker was unable to return, as he had become the replacement touring drummer for [[the Smashing Pumpkins]] to replace drummer [[Jimmy Chamberlin]].<ref name="allmusic.com"/> Lenardo initially was unable to return, as he had gotten married and had children and was living a life that was contrary to Patrick's requirements for him in the studio. However, after working through it, Patrick became more accommodating to his lifestyle, and Lenardo returned in a desire to provide for his family.<ref name="guitar"/> Cavanaugh had been touring with [[Prong (band)|Prong]], but was able to return, and the band recruited new drummer Steven Gillis to replace Walker.<ref name="guitar"/>
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