With this album Cypress Hill turned towards a more tranquil, sedate, slower, spooky sound with beats. The dark mood of this album reflects the strife within the band during this era, when member Sen Dog temporarily left the band to pursue other projects.

On this album both Wu-Tang Clan members RZA and U-God make appearances on "Killa Hill Niggas".

Also notable was track "No Rest For The Wicked" which ignited the feud between Cypress Hill and rapper Ice Cube, who they claimed, stole material from the band