Elektra meditated to drop them. Their management convinced the label to finance the release of another album instead. Meanwhile, bassist Juan Croucier had left Dokken to join the Los Angeles outfit Ratt and guitarist George Lynch had quit and rejoined multiple times. It was apparent from the start a manifest incompatibility of character between Lynch and vocalist Don Dokken, which prevented the two from working together and more than once escalated in open hostility. During Lynch's lapses of membership, Dokken tried out other guitarists, including Warren DeMartini, who later joined Ratt when that band's career began to take off. Lynch auditioned for Ozzy Osbourne's band to replace the deceased Randy Rhoads but was not selected, and finally settled in with Dokken after the release of their first album in the US. To fill in the vacant bass-player slot, Shrapnel Records manager Mike Varney suggested to Don Dokken a member of his band, Cinema, named Jeff Pilson, who joined the band after an audition in 1984. Composition and recording Lynch began laying down guitar riffs and music ideas on a four-track recorder at his home in 1983, soon joined by Pilson and drummer Mick Brown. The three of them formed a cohesive songwriting team which produced several demos including lyrics and vocals. Don Dokken was excluded from this creative stage and worked on songs and lyrics on his own or with Pilson. The power ballad "Alone Again" was the result of a Dokken/Pilson collaboration and is the reworking of a song written by Dokken in 1975. Lynch opposed the inclusion of the song in the album because he did not want ballads in it, but was finally convinced otherwise. According to Don Dokken, the band wrote 25 songs in this period, which were then narrowed down to the ten best. Before pre-production began, Don Dokken proposed as producer his German friend Michael Wagener, whose curriculum included works with Accept, Raven, Great White and the production and engineering of Breaking the Chains. Predictably, Wagener's friendship with Dokken and Lynch's dissatisfaction for the sound of their debut album brought to the rejection of the singer's proposal by the rest of the band. Elektra Records selected instead the expert Tom Werman to produce the album; his accomplishments in the music business included multi-platinum albums with Cheap Trick, Molly Hatchet, Ted Nugent and the production of rising stars Mötley Crüe's second album Shout at the