Lyrically, the album explores themes of chance, fate, and the weight of circumstances, inspired by drummer Neil Peart's interest in the role of fortune in human life. The title is a slang term for rolling dice, a motif reflected in the Juno Award-winning cover art designed by Hugh Syme.
In June 1990, Rush finished touring their previous album, Presto (1989). They purposely kept the tour short, which Lee said was due to the group feeling overcautious about touring the album. However, it became an enjoyable and positive experience for them, and by the time it finished, "we were so charged up we wanted to keep on playing." This renewed energy in the band carried through to the writing and recording sessions for Roll the Bones. They then took a break, but decided to cut it short in order to start work on new material for a follow-up record.
As with Presto, Rush started work by retreating to Chalet Studios, a remote studio in Claremont, Ontario. They stayed for 2+1⁄2 months, with Lee and Lifeson working on the music while Peart wrote lyrics. The three would reconvene in the evenings, when Peart would hear what the other two had come up with during the day. Lee had developed an interest in bird watching, and ensured some broken bird feeders by the studio window were repaired and filled with feed, which he enjoyed observing while writing. The album's liner notes include a thanks to birds.
The demos were recorded using an eight-track TASCAM 388 recorder and an integrated mixer hooked up to a sequencer running C-Lab Notator software. Lee set up simple drum patterns on the computer for Lifeson and himself to work from. It took between nine and ten weeks to write and rehearse for the album, and eight weeks to record it.
The album displays the continued change in the group's sound which started on Presto, with a reduction in keyboards and a return to guitar-driven songs. Lee said the change was "a backlash against the more computer-style of writing" which had dominated their sound through the 1980s, and the band now chose to use synthesizers and sequencers as an "orchestration device", rather than a key component in the songwriting. The writing sessions for Presto had involved just bass, guitar, and vocals, which contributed to the style shift, and the group continued with this approach for Roll the Bones.
The album contains a running lyrical theme concerning the element of chance in different aspects of life, which Peart had devised while experimenting with lyrics. The first lyric that he wrote for the album was used on "Face Up", specifically: "Turn it up – or turn that wild card down." He recalled sitting on his cottage floor "with a pile of papers around me" of notes from the previous two years, mostly consisting of phrases written on tour or during "that dreamlike moment before sleep." He started to experiment with the phrases "turn it up" and "turn it down", which led to the idea of turning a card down and a wild card, and applied them to events that a person may face.
Roll the Bones was recorded at Le Studio in Morin-Heights, Quebec, and McClear Place in Toronto, between February and May 1991. The band resumed working with co-producer Rupert Hine and engineer Stephen Tayler, both of whom had worked on Presto. The vocals were recorded in England. Rush wanted to continue to work with Hine due to his accomplished songwriting, the feedback he gave their songs and his ability to allow the group to achieve a looser sound than previous albums. The bass and drum parts were recorded in four days, and the guitars in eight. Lee was amazed at how Peart had learned his parts for an entire song prior to recording it, and that "Nine times out of 10 it took only one pass for him to nail it."
The album opener "Dreamline" had references to astronomy, which Peart was inspired by after bicycling a hundred miles from Cincinnati to Columbus between two gigs on the Presto tour. Upon arrival, he watched the popular science series Nova on PBS, and a program on satellite imaging captured his imagination. "Bravado" dealed with how one should not give up after failing, as opposed to ending life by suicide, which Peart had addressed in "The Pass" on Presto. "Roll the Bones" was named after a science fiction story by Fritz Leiber that Peart had read some 15 years prior, titled "Gonna Roll the Bones". Though the story had no influence on the music or its message, Peart took a liking to the particular phrase and had kept it in his notebook. "Where's My Thing?" was the band's first instrumental since "YYZ" from Moving Pictures (1981). It has the humorous subtitle of "Part IV, 'Gangster of Boats' Trilogy", referring to an inside joke where Lee and Lifeson threatened to name a Rush album Gangster of Boats if Peart ever had difficulty coming up with a title, as well as the joke that it's the fourth part of a trilogy.
Then was "Heresy" is a more straightforward rock song with a rhythm that Lee described as a "heart beat pulse" that reflected some of Peart's lyrical ideas for it. Peart was inspired by the events surrounding the fall of Communism in eastern Europe in the early 1990s and people regaining their freedoms. "Ghost of a Chance" features Lifeson playing a PRS guitar, and he rated his solo on the track as one of his best. Lyrically the song is based on the compromises that one makes in a relationship to make it work. Peart was particularly proud of his words for it, as he had written a love song that avoided the clichés of more typical, sentimental love song lyrics. "You Bet Your Life", was the most difficult to record, partly due to getting a balance in the chorus between the vocals and the vocal melody. It was also hard to mix, and Lee "never felt confident that we actually nailed [it]."
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