Guilt Show is the fourth studio album by American rock band The Get Up Kids. It was released on Vagrant Records on March 2, 2004. Background The Get Up Kids released their third album On a Wire in May 2002 through independent label Vagrant Records. The album marked a musical shift away from their earlier work; despite being critically lauded, fan reaction to it was highly negative. While touring the album, the material came across as too mellow and quiet, which made for lackluster live performances, according to vocalist/guitarist Matt Pryor. In August, the group went on a European tour, playing shows in Germany, Belgium and the UK. The tour was to include additional shows in Italy, Switzerland and Amsterdam, but were left out due to time constraints. They were also due to perform shows as part of a Vagrant Records tour in the US, as well as further European shows, but were abandoned due to scheduling conflicts, resulting in the band staying at home. They began writing material for a new album, and by October, accumulated 12 potential song ideas. Around this time, they were in the middle of acquiring the studio Red House Recordings in Eudora, Kansas. The band had previously made albums in places such as Chicago, Los Angeles and Bridgeport, and wanted to make one near to their home. The opportunity to purchase Red House came about when they wanted to work more with Ed Rose, who they had known for several years, and asked the owner if he wanted to sell it. To help fund the purchase, the group sold their Heroes & Villains Records imprint to Vagrant Records, citing a lack of responsibility and interest in it, in addition to Vagrant wanting 100% ownership of its releases. During some midwestern US shows in November and December, and Canadian shows in March, the band debuted two new songs: "Wouldn't Believe It" and "Sick in Her Skin". In December, the band and Rose had ownership of Red House, which they renamed Black Lodge Studios. Following this, they began renovating it into a state-of-the-art studio. During this time, the band were in the process of demoing material. Recording Guilt Show was recorded at Black Lodge Studios with Rose as the producer, in addition to acting as engineer. Despite having worked with the band for the previous six years, it marked the first time he produced an album