After the blink-182 break-up in February 2005, former members, Mark Hoppus and Travis Barker wanted to continue working on music. The duo began to collaborate which resulted in writing and recording new songs together in Travis´ basement. Originally, electronic drums, keyboards, and direct computer recordings were used in the majority of recordings. Barker later stated that the whole electronic element of the band was derived from "155", the first song he and Hoppus wrote as a band.

As work continued on the demos, "Get the Girl" vocalist Carol Heller was invited by Hoppus and Barker to try out her vocals. Heller´s performance was agreeable enough to the band and as a result the three kept working on more songs together. The band´s lineup changed again early 2006, with the addition of guitarist Shane Gallagher. In order to progress with their demos, Barker and Hoppus acquired a studio, a move which marked a "turning point for +44." The band began working solely in the studio they had purchased, playing live drums, guitars and vocals. The band´s sound had started with an electronic element which became less evident, but still remained a key feature. As a result, Heller found she wasn´t compatible with the band´s direction, and with the addition of her wish to start a family, she left the band. The vocal work that Heller contributed is still present in the songs "Make You Smile", "Weatherman", and the demo of "No, It Isn´t". After this, Hoppus, Barker, and Gallagher were left to find a new guitarist. Craig Fairbaugh then joined the band.