 Kid606 composed the album by splicing together songs he had downloaded from P2P devices.Artists sampled include Missy Elliott, Jay-Z, Eminem, Yello, Ozzy Osbourne, Radiohead, The Bangles, The Buggles, The Prodigy, and Kylie Minogue.The double LP edition omits the track "Sometimes I Thank God I Can't Sing Because Then No One Can Blame Me for Anything".