After the public and press interest garnered from Echo & the Bunnymen's debut album, Crocodiles, the band released the Shine So Hard EP which maintained their profile. Work then soon began on their second album, Heaven Up Here. Following musical differences between the band and Crocodiles producers Bill Drummond and David Balfe, Hugh Jones was brought in to produce Heaven Up Here.
Lead singer Ian McCulloch said that he constantly had The Velvet Underground's song "What Goes On" in the back of his mind. He also stated that the band wanted to record a soul album.