Millionaires is the eighth studio album by British alternative rock band James. During the Whiplash release cycle, guitarist Adrian Oxaal replaced founding member Larry Gott, and guitarist Michael Kulas joined the band. Touring to promote the release was cut short when Booth injured his neck. With the release of The Best Of in early 1998, the band began recording their next album in May 1998. The sessions continued into February 1999 at a variety of studios: Ridge Farm, Hook End, Townhouse and Metropolis. While Brian Eno produced most of the record, the producer credit was also given to guitarist/violinist Saul Davies, keyboardist Mark Hunter, Steve Osborne, drummer David Baynton-Power and Faithless. Millionaires is an indie rock and pop release that drew comparison to Lou Reed and New Radicals.

"I Know What I'm Here For" was released as a single in July 1999, followed by "Just Like Fred Astaire" in early October. Millionaires was released through Mercury Records on 11 October; initial promotion consisted of TV appearances, radio performances, listening parties and launch nights. In December they embarked on a UK tour, coinciding with the single release of "We're Going to Miss You". Millionaires reached number two in the UK album chart, and was certified gold by the BPI. On the UK singles chart, "I Know What I'm Here For" peaked at number 22, "Just Like Fred Astaire" reached number 17, and "We're Going to Miss You" peaked at number 48. Millionaires received a mainly favourable response from music critics, with many finding it an enjoyable album.

Background During the making of their seventh album Whiplash, James were struggling with intra-personal tension between the members, and vocalist Tim Booth was occupied recording an album with Angelo Badalamenti. The release of Whiplash in February 1997 saw a line-up shift: guitarist Adrian Oxaal replaced founding member Larry Gott, and guitarist Michael Kulas (who was a friend of guitarist/violinist Saul Davies) was brought into the fold. It reached number nine in the United Kingdom, while its three singles – "She's a Star", "Tomorrow", and "Waltzing Along" – became top 40 hits in that territory. However, in the United States, the album was a commercial failure. The subsequent tour in that territory was cancelled following three shows after Booth injured his neck in April. He had to stay horizontal for a week, and was ordered to rest for a minimum of six weeks.

As a result of this, the band's performances at the Glastonbury and V97 festivals in the UK were cancelled. Despite the injury not healing up by the end of the six weeks, the band visited the US again, this time as part of the Lollapalooza touring festival. To enable the band to work on material, their A&R person had recording equipment installed on their bus. Davies and keyboardist Mark Hunter said aside from a few occasions, the gear remained unused for the most part.Maconie 2000, p. 245 Spurred on by insults from the audience, the band members spent more time drinking. Booth attempted to coax any of his bandmates into writing material; Davies was sober roughly once a week on the tour – Booth would enlist him as a writing partner on the back of their tour bus for a couple of hours at a time. Hunter, who managed to curtail his drinking for one month of the trek, occupied his time by attempting to write new material. The band appeared at Reading Festival with Booth in a neck brace. By November 1997, his injury was beginning to heal.

Writing and in-fighting As the members lived across the UK, they stored their equipment at Davies' home in Scotland. Channelling boredom and ambition, Davies spent December 1997 coming up with 15 potential song ideas. He later visited Hunter at his residence in Leeds and showed him the song ideas. The pair, plus Booth, continued writing material in Leeds, coming up with "Destiny Calling", "Runaground", and "Strangers". Around Christmas, Kulas went home to Canada, accompanied by Davies, who set up a studio space at Kulas' house. Booth had spent Christmas relaxing his neck; during this, he considered their label's idea of a greatest hits compilation.Maconie 2000, p. 248

Tension rose between Booth and bassist Glennie, which saw them not speaking to each other, and the other members being left out of the loop. Persuaded by manager Peter Rudge, James released The Best Of compilation in March 1998.Maconie 2000, p. 249 It reached number one in the UK, pushing the Titanic soundtrack off the top spot in the process. The Best Of was promoted with new singles "Destiny Calling" (a month before release) and "Runaground" (a month after release). When the band learned the compilation had topped the chart, they went out to dinner with former member Larry Gott, and subsequently went to jam with Gott (working on the new song "Just Like Fred Astaire").Maconie 2000, p. 252

By this point, Davies had accumulated about 27 ideas that he had worked on with Hunter, with lyrical input from Booth.Maconie 2000, p. 250 Davies took the ideas he had to London, where he showed the material to Brian Eno, who was positive about the songs.Maconie 2000, pp. 250–251 When promoting the compilation, Glennie opted out of some live performances. During one radio session for Greater London Radio, Glennie walked out, followed by drummer David Baynton-Power, who was tired of all the in-fighting. In April 1998, the band went on a tour of the UK, which was preceded by rehearsals and newly written material at Real World Studios.Maconie 2000, p. 251 Rudge, concerned with Glennie's health, sent him a letter where he suggested to take some time off. Glennie misinterpreted this as the band trying to fire him.Maconie 2000, pp. 253–254 The members met up in London, with Rudge mediating the encounter, where they worked their issues out.Maconie 2000, p. 254

Production

Sessions with Eno In May 1998, the band (minus Booth) spent a week recording at Ridge Farm Studios in Capel, Surrey, with engineer Ott. Up to this point, the members would record home demos of tracks and would later show the rest of the band. One of these demos, "I Know What I'm Here For", was worked on at Ridge Farm with the aim of turning it into a full-band recording. Though they had set out to work on several songs, they ultimately only worked on "I Know What I'm Here For". It was recorded live in the studio, resulting in bleed between the instruments. Following this, Booth acted in a stage play throughout May and June, and the band appeared at the Guinness Fleadh and Glastonbury festivals later in June. In July, the band had begun work with Eno at Hook End Manor in Berkshire, which had its own studio for three weeks. He speeded up the vocal track on "I Know What I'm Here For" by 12% as he considered it to be too slow compared to the rest of the song.

Kulas said working with Eno made him aware of Eno's "strengths. He's also very modest so he doesn't force you to take on his ideas due to his ego." Glennie said Kulas was "perfect" for Eno's working method, while it "didn’t get the best out" of Oxaal, resulting in little contribution on the album from Glennie and Oxaal. The band worked with Eno again for another three weeks in September. He and Booth recorded vocals at Townhouse Studios in London during one week in November. Eno worked with the band for eight weeks in total, though the band's manager said it was only half-completed by this point. Glennie wasn't fond of having Eno to begin with: "Eno comes in and farts about for an afternoon, sprinkles oofle-dust and disappears for a couple of days." A few tracks were left unrecorded simply due to Eno disliking them.

Further recording and mixing In December 1998, the band embarked on a UK arena tour, which saw them play seven tracks that would feature on their next album. Working with Steve Osborne, the band re-recorded "Just Like Fred Astaire", and recorded "Afro Lover" with Faithless. Further recording was held at Metropolis Studios in London in February 1999, where Booth and an engineer were working on "Confusion". Partway through the session, Eno walks in and aids them. Most of the final recordings were had the producer credited split between Eno, Davies and Hunter, with the exception of: "Just Like Fred Astaire" was produced by Eno and Osborne; "Shooting My Mouth Off" and "Vervaceous" were co-produced with Baynton-Power; and "Afro Lover" was produced by Faithless. Due to Booth succumbing to a throat problem, he had to re-sing all his vocal parts near the end of the sessions.

Alex Haas acted as the main engineer throughout the sessions, while also working with other engineers: Ott on "I Know What I'm Here For" and "I Know What I'm Here For"; Martin Wilding on "Vervaceous"; Davies and Hunter on "Hello" and "Someone's Got It in for Me"; and Benedict Fenner and Davies on "We're Going to Miss You". Ott engineered "Just Like Fred Astaire" with Theo Millar, and "Dumb Jam" with Andrew Page. Davies and Hunter engineered "Strangers". Eno mixed "Hello" and "Vervaceous", while Dave Bascombe mixed the remaining tracks with Davies and Hunter in attendance. The mixing sessions occurred in April 1999, after a two-month delay, and were split between Metropolis and another two London studios, Eden and Olympic. During this process three-to-four master tapes had disappeared, and the final arrangements of two tracks were unaccounted for. Fenner spent time at Metropolis reassembling the arrangement of "We're Going to Miss You". Similarly, Baynton-Power was looking through his computer's hard disk drive for any forgotten percussion takes.

Composition and lyrics Musically, Millionaires has been described as indie rock and pop, with elements of pomp rock, ambient and ethereal music, and drew comparison to Magic and Loss (1992) by Lou Reed and New Radicals. Davies took over as the main songwriter for the album from Baynton-Power and bassist Jim Glennie, both of whom had spearheaded Whiplash. Davies, Booth and Hunter wrote half over the material on the final album. Kulas said that Baynton-Power, who had an interest in dance music, brought a newfound perspective to Millionaires. Baynton-Power added that The Best Of compilation "focused what we were about. I realised James isn't about being weird or breaking new ground." A few tracks on the release grew out of jam sessions, which was the typical way the band wrote material. Booth said the album's title was in reference to people who thought the band members were rich, which was untrue. As Booth was ill during the making of the album, it made writing lyrics more difficult than usual. He highlighted "Crash" as a track that he felt was incomplete lyrically. The album featured a few love songs and some talking about revenge; discussing the latter, Booth said they refer to a "number of people in the last few years who would wish us harm."