The idea for the album came about soon after the thirtieth anniversary of the original Welcome to My Nightmare album, while Cooper was talking with producer Bob Ezrin, who proposed the idea of a sequel to Welcome to My Nightmare. Cooper liked the idea, and decided to recruit previous members of the Alice Cooper band. The concept of the album was described by Cooper as "another nightmare, and this one is even worse than the last one." Cooper said that he had originally intended to make a sequel to his previous album, Along Came a Spider, but decided to make the Nightmare sequel after Ezrin explained that he "wasn't really into it."
The album was completed sometime during early 2011, with Cooper announcing its completion in February 2011 on his radio show, Nights with Alice Cooper. It was first scheduled to be released late in 2011 on Bob Ezrin's Bigger Picture label as part of a deal involving marketing, touring and production work by Bigger Picture for Cooper in the future. The album was then announced as being delayed until some time in 2012 due to Cooper's touring commitments, however it was finally released on September 13, 2011.
Cooper began writing songs for the album during summer 2010, and by July 2010 there were a total of three songs completed. By October 2010, Cooper and Ezrin had written thirteen songs for the album, three of which had been recorded with Dennis Dunaway, Neal Smith and Michael Bruce, all members of the original incarnation of the Alice Cooper band. Regarding the sound of the album, Cooper said that parts of the album were intended to resemble the sound of Welcome to My Nightmare and music from the 1970s, and that "[i]f we can keep that going, it will really be something. It captures an era."
In addition to Cooper, Dunaway, Smith and Bruce and producer Ezrin, various outside artists co-wrote some songs on the album, including Producer, Singer Songwriter Tommy Henriksen, Buckcherry member Keith Nelson, songwriter Desmond Child, Dick Wagner (who had previously worked with Cooper), Chuck Garric (a member of Cooper's band for the 2011 tour), film composer Jeremy Rubolino, and Ke$ha, who also performed on the song "What Baby Wants."
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