The album was written over the preceding year by the band, with Howard Devoto providing all of the lyrics. The two earliest songs, "Shot by Both Sides" and "The Light Pours Out of Me", were co-written with Devoto's former Buzzcocks bandmate Pete Shelley. The majority of the material on the album was written by Devoto in collaboration with guitarist and founding member John McGeoch. "Motorcade" was co-written with the group's keyboardist, the classically trained composer, Bob Dickinson, who played with the group in mid-1977 before being dismissed without warning at a meeting convened by Devoto in November of that year. Dickinson has cited the influence of Satie on elements of the keyboard part in this song. In early January 1978, Dickinson was invited by Devoto to play for a few gigs but he declined the offer due to his ongoing postgrad electronic music research at Keele University. The music for the album's final track, "Parade", was written by Dickinson's replacement, Dave Formula, with bassist Barry Adamson. "Definitive Gaze" was recorded for a Peel session as "Real Life" on 14 February 1978.
Having toured much of the album through 1977 and early 1978, the group's then lineup of Devoto (vocals), McGeoch (guitar and saxophone), Adamson (bass), Formula (keyboards) and Martin Jackson (drums) recorded the album in sessions using the Virgin Mobile and at Abbey Road Studios between March and April 1978. The album was produced and engineered by John Leckie.