critically acclaimed but commercially unsuccessful studio albums–Behind the Front (1998) and Bridging the Gap (2000). The latter produced the single "Request + Line", featuring Macy Gray, which was their first to enter the US Billboard Hot 100 and numerous international charts, but peaked only at number 63 on the Billboard Hot 100. Following the commercial failures, it was unsure whether the group would continue recording together. will.i.am met Ron Fair, then-president of A&M Records, when he recruited the group for the Legally Blonde (2001) soundtrack, for which they recorded the song "Magic" featuring Terry Dexter. Fair offered the group to move to A&M, which they accepted. In order to make them more commercially successful, Fair suggested a musical direction change: "I asked them, 'How would you feel about taking a leap and going more into the pop world?' They replied, 'We don't want to lose our credibility or our fanbase.' I said, 'Well, if you don't take a shot at it, it's gonna get worse, because the backpack crowd are the people who will download the records for free.'" The group was initially reluctant; however, after discussions and several songwriting sessions, the idea was pursued. Taboo would later claim if he was going to sell out, he'd "rather be selling out arenas than selling out of my trunk on the corner of my block." Recording and production The recording for Elephunk commenced on August 23, 2001 with "Smells Like Funk", which wouldn't be finished until July 2, 2002. Sessions took place at various recording studios across California. Most of the tracks were recorded at The Stewchia in Los Feliz, Los Angeles. Other locations included the Glenwood Studio in Burbank, California and Record Plant in Los Angeles. Music for "Smells Like Funk" was recorded at a house in Bodega Bay, California. "Anxiety" was the sole song recorded at Velvet Tone in Sacramento, California, and was recorded from March 24 until July 23, 2002. The final song recorded for the album was "The Boogie That Be", which was finished on May 11, 2003, only a day prior to "Where Is the Love?" being serviced to radio as the lead single. will.i.am wrote "Don't Knock It", a song "about how everybody got their opinion. Just because you don't like it doesn't mean somebody else ain't going to love it", which ultimately failed to make the final cut, much like the mid-tempo "Thanks" and