After blink-182 went on "indefinite hiatus" in February 2005, both Hoppus and Barker wished to keep working on music, and started writing and recording new songs together in Barker's basement. Originally, the two were using electronic drums, keyboards, samples and direct computer recording.[2]

While working on demos, the two invited punk rock vocalist Carol Heller to sing a song. Satisfied with her performance, the three kept working on other songs also. During the spring of 2005, guitarist Shane Gallagher joined the band. In October of 2005, Barker and Hoppus purchased a studio. According to Hoppus, this move marked a "turning point for (+44)",[2] as the band started working in that studio exclusively, and was finally able to play live drums and loud guitars and vocals. The electronic element of the band became less prominent, but still a key element of the band's sound. By that time Heller found she did not fit well with the band's new direction, and coupled with her desire to start her family, she left the band. Heller's vocals remain, however, in the song "Make You Smile" and faintly in the background of the chorus in "Weatherman". Heller was also a back up voice in the "No, It Isn't" demo. Hoppus also insists that there are no hard feelings between +44 and Heller, and that the band was in full support of her decision

The band kept working on their first record, and about three-quarters of the way through recording, Craig Fairbaugh joined to play second guitar and backup vocals.

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