In April 2008, Allen announced that she was moving in a "new direction" on her upcoming record. A year later, she described the album's sound in the April 2009 issue of Teen Vogue, saying it was "quite fun" and had "loads of different types of music—country, jazz, and electronic." She continued on to say, "I wanted to do something danceable, to make the gigs more interesting for me and the people watching." Allen recorded most of the album at Eagle Rock Studios in Los Angeles with producer Greg Kurstin of the band The Bird and the Bee. Of the songwriting process, she said "Greg builds the chords up and I just sing along and make up the words and then once you've got the bare song, we decide which way we're gonna go with the production." They began recording in the autumn of 2007, with Allen declaring: We decided to try and make bigger sounding, more ethereal songs, real songs. I wanted to work with one person from start to finish to make it one body of work. I wanted it to feel like it had some sort of integrity. I think the first song we did was "I Could Say". That set the tone for the whole album. I think I've grown up a bit as a person and I hope it reflects that.