Hole's third album was the band's first studio release to feature bassist Melissa Auf der Maur following the death of former bassist Kristen Pfaff in June 1994.
Whereas the songs on the previous albums were composed solely by Courtney Love and lead guitarist Eric Erlandson, this album featured a mixture of composers/lyricists including The Smashing Pumpkins frontman Billy Corgan and Auf der Maur's former bandmate Jordon Zadorozny.
Although she was credited, drummer Patty Schemel did not actually play drums on this album having been replaced with session drummer Deen Castronovo at the suggestion of the producer. This created a rift between Schemel and the rest of the band which resulting in her leaving the group following the albums release.