Following the Format's breakup in 2008, frontman Nate Ruess took his songwriting skills to Steel Train's Jack Antonoff and Anathallo's Andrew Dost, both of whom shared a similar affinity for vintage pop music and quirky, melodic hooks. The trio began a series of collaborations in Antonoff's parents' living room and soon enlisted the help of producer Steven McDonald, who recorded their work and handled bass duties.