Brian had been making hist second solo album, on and off for about three years. It had gone through quite a few changes. Originally, it was supposed to be about "heroes", a collection of cover songs, but eventually found a different path.

One path of the paths was started by writing a song for the 1998 movie Sliding Doors that starred Gwenyth Paltrow. Brian wrote the ballad another world.

I realize that this film assignment had wrenched out of me, virtually in one night, the whole theme of what my new album should be about. I go through major crises every few months, but then I have great peaks of belief and creativity.

The song itself was not used for the movie but Brian retained it.  It was to become the title track for his album. Three songs remain from the initial cover versions album idea. Eight Marion Williams number "slow down", Jimi Hendrix's "one rainy wish", and Mott the Hooples "All the way from Memphis"

In relation to the Mott the Hoople cover, Brian had this to say:

I damn well want to play this song live because I just love it so much. It's got all the right elements. It's got light and shade, changes of pace and suspense.

Brian's longtime friend, guitar virtuoso Jeff Beck contributed a solo to the song "The Guv'nor".

Another song featured Taylor Hawkins, drummer of the Foo Fighters.