Following the tour of her 1999 album When the Pawn in 2000, Fiona Apple relocated to Los Angeles. "The first couple of years [after Pawn], I didn't have anything left in me to write about...I just figured if the songs came to me, they came to me, and if not, 'Oh, well, it's been fun'", she said. Apple then contemplated retiring from recording following harsh experiences with the highly competitive music industry over the years. In the spring of 2002, Apple and Jon Brion, her longtime friend and producer on When the Pawn, met for their weekly lunch meeting. "Please, please make another album," begged Brion, whose five-year relationship with comedienne Mary Lynn Rajskub had abruptly ended during the shooting of her film Punch-Drunk Love (2002), which Brion was scoring. After being forced to watch hours of footage of Rajskub while working on the film, Brion told Apple, "I need work that can save me." Apple agreed, and Brion went to Apple's label, Epic Records (a division of Sony Music), with strict stipulations (including no deadline), which the label eventually agreed to. A tentative November 2002 release date was then set.