During the first half of 1986, the band took a break from touring to recover energy. They wanted to make a change from the sound of their previous album, with Mills saying "We wanted to get away from the sort of murky feelings and sounds that we got out of Joe Boyd, producer on Fables of the Reconstruction] in London". They wanted a "really hard-driving record, but we also like to throw in a lot of things: pianos and organs and accordions and banjos and what-not" and considered working with Gehman as they liked the acoustic sound of his work with John Mellencamp. They initially met for a number of demo sessions at John Keane's Studio in Athens, Georgia, in January & March 1986 (These recordings would later be released as the "Athens Demos" on the 25th-anniversary re-release of the album). After being initially skeptical, they embraced the new recording process with Gehman
Recorded at Mellencamp's Belmont Mall Recording Studio in Belmont, Indiana, in April and May 1986. The recording studio was larger and had newer technology than they were used to, and they enjoyed the area, attending many concerts in nearby Bloomington while there. The band were also happy with the production of the record and the extra clarity of the vocals
The album's title was inspired by a line spoken by Inspector Clouseau in the 1964 film "A Shot in the Dark." The cover art features an image of drummer Bill Berry and a bison below, alluding to the album's environmental theme and referencing Buffalo Bill. By then, the band's fame was already transcending the boundaries of college rock, so a new recording was needed to propel them into a more mainstream sound, and indeed, the gamble paid off, as the production allowed the album to reach gold status, peaking at No. 21 and becoming, at the time, the band's best-selling and most successful album.
Two singles were released from the album: the powerful and ecologically charged "Fall On Me," a favorite of Stipe and myself, and "Superman," sung by Mike Mills. But other tracks also appeared, which curiously became unofficial singles: the equally powerful and socially and ecologically charged "Cuyahoga," about the highly polluted river that flows into Lake Erie, referencing the times the river caught fire due to the high levels of pollution; and "Flowers of Guatemala," which, it is said, alluded to the genocide in that country during the armed conflict.

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