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==Background== Fountains of Wayne was at a low point following the under-performance of 1999's ''[[Utopia Parkway]]'', which led to them getting dropped by their then-label, [[Atlantic Records]]. The period when they were without a label was particularly hard on lead singer and co-songwriter [[Chris Collingwood]]. According to bassist and co-songwriter [[Adam Schlesinger]] in 2005, "I think Chris felt especially bummed during that whole period. He just sort of felt that we worked for a really long time and it didn't really add up to anything. And it didn't seem like the future had much in the way of promise. Chris wasn't writing a lot. I don't know if it was the whole thing of being in between labels but more just the whole thing of putting all that time into it and feeling it tapering off."<ref name=Luerssen>{{cite web|url=https://americansongwriter.com/2005/07/fountains-of-wayner-bright-future-in-sales/|title=Fountains of Wayne: Bright Future in Sales|first=John D.|last=Luerssen|publisher=American Songwriter|date=2007-07-01|accessdate=2019-01-04}}</ref> Eventually Schlesinger convinced Collingwood to start writing and recording "because it was the only way that I could get Chris to want to be a part of it. I was just like, 'Hey look, let's just go in and do like we have always done when we were 18. If we have a song we like, we'll just record it and eventually we'll see if we have an album'."<ref name=Luerssen /> By mid-2001, Fountains of Wayne had discussed plans for a new album.<ref>{{cite web|url=https://www.avclub.com/fountains-of-wayne-1798208149|title=Fountains of Wayne|first=Stephen|last=Thompson|publisher=AV Club|date=2001-06-06|accessdate=2019-01-04}}</ref> Meanwhile, the band got in touch with several prospective labels, but balked at their insistence that the band record demos for consideration to be signed. According to Schlesinger, "We talked to a bunch of record companies before we had anything recorded. And everybody was like, 'Well we really like your band but we need to hear what you're working on. Do you have any demos or anything?' And we didn't want to make demos. We just found that kind of demeaning. But we were sort of at the point where we could have gone and made demos. And it was like, you know, for God's sake we've been doing this so long, we're not going to make a demo tape. We're just gonna go make a record and that's what we did."<ref>{{cite web|url=http://www.popgurls.com/2003/09/25/popgurls-interview-adam-schlesinger-of-fountains-of-wayne/|title=PG Interview: Adam Schlesinger|author=Amy R.|publisher=PopGurls|date=2003-09-25|accessdate=2019-01-04}}</ref>
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