After the departure of guitarist Bernard Butler and the lack of commercial success with Dog Man Star and its singles, Suede were being somewhat dismissed by the British music press with Oasis, Blur and Pulp taking the limelight. Determined to bring Suede back into the mainstream, frontman Brett Anderson decided that the sound of the new album would be the complete opposite of Dog Man Star. "I think the next album will be quite simple, actually. I'd really like to write a straightforward pop album. Just ten hits." The guitarist to replace Butler was the 17-year-old Richard Oakes, who beat 500 other applicants for the role. Instead of applying for the job like everyone else, Oakes was auditioned on the strength of an impromptu demo tape he sent to the Suede fan club. Despite Oakes' smooth integration into his new role and the band's rejuvenated spirit, Anderson was tired of touring and was keen to get back in the studio with his new songwriting partner. He recalled: "it was becoming really not much fun touring an album that wasn't made by the band." At the time Suede were fatigued with being on tour, which was reflected in the B-side, "Have You Ever Been This Low".
After some hesitation over who was going to produce the album, the band decided to continue with long-time producer Ed Buller due to their strong working relationship over the years. Other candidates the band considered were Flood and Brian Eno, however they could not fit the band into their schedules. Buller had in fact welcomed a parting of the ways due to the fractious relationship between the band members during the recording of the last album. However, in friendly discussions with Anderson, Buller found that his ideas about a possible new Suede direction tallied almost exactly with the band's own: to write less complex, more immediate songs; to use heavier drum sounds, play fewer guitar solos and only employ string sections on a couple of songs such as "She" and "The Chemistry Between Us."
The album was recorded between December 1995 and June 1996 at various locations. To prepare for its recording, the band had immersed themselves in T. Rex's 1972 album The Slider and its successor, Tanx; as Buller stated that his aspiration was to make "The Slider for the Nineties." T. Rex became the blueprint of the recording process, as the band spent a month at The Town House just working on drums.
Buller explained how the recording process worked: "Basically, what we did, is that every track started with acoustic guitar, bongos, tambourine and Brett [Anderson], so it all started life pretty much the same way that Marc Bolan recorded all of his stuff originally." Bass player Mat Osman recalls how Buller was keen on making the album simple. "He was really keen on using all those devices: the big repeated end, the handclaps, the straightforward chorus, make it big and obvious." In an interview on the eve of the album's release, Anderson stated: "I wanted it to be a complete turnover from the last album, which was very dark and dank ... I wanted it to be communicative and understandable." Two songs which made it onto Coming Up had already been written in the early days of Suede. "Lazy" and "By the Sea" were two of Anderson's own compositions. "By the Sea" was actually written when Suede were recording their first album, which is why the song's opening line is similar to "So Young". Unlike the tense and chaotic recording of Dog Man Star, which according to Anderson was mostly written "by post", in a shift-like format, the new material was far more celebratory in both its development and execution.
As opposed to the previous album which followed a stringent pattern of Butler composing music for Anderson's lyrics, Coming Up was a more collaborative project. Anderson stated: "Coming Up was more of a meritocracy – if something was good enough, it didn't matter what the source was." Songs such as "By the Sea" and "She" required the use of keyboards. Faced with the problem as to how to play them live, Suede recruited Simon Gilbert's cousin Neil Codling, who made his debut at a fan-club gig in January 1996. Buller has stated that the reason why the album has a much better sound than the previous albums is that he had minimal involvement in the mixing process, mixing only two songs.
Buller credits much of the album's success to Dave Bascombe, who mixed the majority of the songs. According to Buller, having an outside observer mix the record with "fresh ears" enhances the overall production quality. Bascombe's input on "Trash" was crucial, as it was his idea to speed up the vocals. One of Suede's popular B-sides "Young Men" was left off the album, as Buller felt it was "too dark" and not as "poppy [and] in your face" as other songs on the record.
The musical sound of Coming Up is more accessible than previous album Dog Man Star. Its singles were much more successful than those of their second LP, while the lyrical content concerns the band's disaffection at the mid-90s hedonistic, celebrity-obsessed culture; "Beautiful Ones" and "She" are caricatures of British yuppies, celebrities and heroin-chic models. "Beautiful Ones" was originally titled "Dead Leg" after Osman threatened to give Oakes a dead leg if he was unable to write a top ten single. According to Anderson, "The Chemistry Between Us" is about "the emptiness of it all", when it comes to taking drugs with strangers who have no common ground other than being high on drugs. The main refrain of the song is "Class A, Class B, is that the only chemistry between us
