Slash's Snakepit formed as a direct result of Slash's continuing disagreements with former partner Axl Rose over the musical direction of Guns N' Roses. While working on a follow-up to the hugely successful Use Your Illusion I and Use Your Illusion II records, Slash's affinity for more traditional Aerosmith meets Led Zeppelin-type rock & roll was continually at odds with Rose's growing interest in industrial music. As a result of their inability to find common ground, Slash went to work on material at his home studio with a group of musicians who included former Guns N' Roses guitarist Gilby Clarke, Guns N' Roses drummer Matt Sorum, Alice in Chains bassist Mike Inez, and former Jellyfish vocalist Eric Dover. Slash and Dover wrote 12 songs in less than two weeks.