At the end of 1992 due spring 1993 started No Doubt working on their upcoming record.

No Doubt`s label got less supportive due no success on No Doubt`s debut record.

So in 1993 and 1994 recorded and written many songs. Till the end of 1994. In the latest phases of making happend rarely the most. Eric Stefani, along with Gwen the founder of No Doubt left No Doubt. also broke Tony the relationship with Gwen. Witch marked the re-written Don`t Speak.

The theme of the album was set in No Doubt location where they came from. Orange Country. The latest recored songs from this were Spiderwebs and Excuse Me Mr. According to later release interviews, the artwork shoot was very very strange. It was just before Eric Stefani left the band. So in the photos he`s standing in corners.