La Roux were scheduled to start writing material for their second album during Christmas 2009 at their manager's home. Jackson said, "I think there will be a natural instrument or two on there though, which will make a change from the first record." She added that due to limited time, she did not think there would be "anything in terms of a second record for a while". As of January 2011, La Roux were writing their second album with a somewhat established indie rock band whose members are friends of Jackson. Jackson told the NME, "I know I'm not going to stop writing until we've got songs that can compete on the same level as 'In For The Kill' and 'Bulletproof'". In January 2012, Jackson described the second album as "a lot cheekier. Not 'Touch My Bum' cheeky or Carry On cheeky—just slightly suggestive [...] A lot of music that's quite sexual is aggressive, but the music itself doesn't sound sexy—it's more people shouting, 'Look at my bum! Look!' I'm not turned on by it, I'm terrified." She also noted she felt a lot of pressure to replicate the quality of the duo's debut album. Unlike the first album, album two was said to draw more on acoustic sounds and instruments, including guitars, organs and percussion; however, analog and digital synthesizers would still feature as part of the overall sound. Jackson confirmed she would be playing instruments on the record, in addition to co-writing, co-producing and providing vocals.