Following a messy split with Russell Simmons and his burgeoning Def Jam empire, MCA, Ad Rock and Mike D headed to L.A. to break free of their Rap Brat Pack image and explore the endless possibilities of improved sampling technologies. Thanks to the expertise of production duo The Dust Brothers (who had previously found great commercial success with Tone Loc and Young MC), they were able to incorporate their varied musical tastes into a new sound far beyond the dated drum machines and guitar stab scratches of their debut.
The late MCA described the process to Clash magazine in 2009: "The Dust Brothers had a bunch of music together, before we arrived to work with them. As a result, a lot of the tracks come from songs they'd planned to release to clubs as instrumentals—"Shake Your Rump," for example. I think half of the tracks were written when we got there, and the other half we wrote together."
Featuring samples from 105 different sources, this is the kind of record that would be impossible to (legally) release today, but served as the ideal vehicle to showcase the humor and creativity that the Beastie Boys would become famous for. Who else could name a song "B-Boy Bouillabaisse"?