Recorded during a transitional phase for Morrissey, having parted ways with record producer Stephen Street but not yet working with his future long-term team of guitarists Alain Whyte and Boz Boorer. The album was produced by Clive Langer and Alan Winstanley with most of the music written by Fairground Attraction's guitarist Mark E. Nevin.
The album opened with the single "Our Frank", described "frank and open, deep conversations" that get the singer nowhere and leave him disheartened. "Asian Rut" told of the murder of an Asian boy by three English boys, in which Morrissey's vocals are backed only by strings, bass, and sound effects. The song continued the trope of Morrissey writing about English racism from a unique angle. "Sing Your Life" had Morrissey encouraging the listener to express themselves, as he sang, "Walk right up to the microphone and name all the things you love, all the things you loathe." A rockabilly version of the song also exists, recorded live at KROQ-FM in Los Angeles after Morrissey started working with new guitarists Boz Boorer and Alain Whyte. "Mute Witness" told of an attempt to get information out of a shocked witness who cannot speak at a trial, featuring piano backing composed by Clive Langer. "King Leer" followed, a relaxed tune with sardonic lyrical puns. "Found Found Found", another Langer track, was the only heavy song on the album. Morrissey sings that he's found "someone who's worth it in this murkiness" but ends complaining this person is "somebody who wants to be with me... all the time".
"Driving Your Girlfriend Home" was a ballad in which Morrissey tells of driving home the girlfriend of an unspecified person. He revealed she asks him, "'How did I end up so deeply involved in the very existence I planned on avoiding?'" and that "She's laughing to stop herself crying." These outpourings are interspersed with directional instructions. Morrissey told us "I can't tell her" the answer to her question and that the ride concludes with them "shaking hands goodnight so politely." "The Harsh Truth of the Camera Eye", often cited as Morrissey's most misunderstood song. The lyric described the "pain because of the strain of smiling" and the dichotomy between one's public image and private personality. The music consisted of a carnival-like synthesizer and also features sound effects like a door slamming and a camera shutter snapping, along with piano accompaniment. In "(I'm) The End of the Family Line", the singer rued he will never have children, an insult into the "fifteen generations... of mine" that produced him. The lyric is complemented by a subdued guitar backing, and ends with a similar 'false' fadeout similar to such Smiths songs as "That Joke Isn't Funny Anymore". The original album closed with "There Is a Place in Hell for Me and My Friends", a simple piano piece that reflected the existential longing of the album and showcases Morrissey's torch song influence.
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