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The group worked inside a repurposed cloakroom at the XL Recordings office to build this record. It relies on a restrained aesthetic, featuring reverb-heavy guitar work and quiet vocal exchanges between Romy Madley Croft and Oliver Sim. Jamie Smith provides skeletal, MPC-focused rhythms that leave plenty of room for silence.

Lyrical content focuses on nocturnal sentiments of vulnerability and desire. The production merges indie rock habits with rhythmic ideas drawn from post-dubstep. Winning the Mercury Prize, the album established a clear influence on pop and electronic production for the following decade.