During the summer of 1990, Slint practiced six new songs for their second album, recording them in August with producer Brian Paulson, known for his live recording style. McMahan and Walford wrote the lyrics in the studio, having prepped vocal melodies using practice recordings. The album explores themes of coming of age and anxiety about adulthood, with McMahan seeking a spontaneous vocal delivery. The recording sessions were intense and stressful, leading to rumors about band members being hospitalized, which Walford later denied. The album was completed in four days.