Keenan, in particular, wanted to move away from the general hard rock sound of Mer de Noms, feeling that taking that approach again would be "redundant". At times, this would cause a creative struggle between the two as well since Keenan was involved with some of Howerdel's music writing this time around, he would sometimes give more input in the music, with the two sometimes wanting to move in opposite directions. The sessions were, as such, marked with far more collaboration, especially between Howerdel and Keenan, now that Howerdel knew who his vocalist was, and what types of ideas he'd support. Once touring for Tool was over with, Keenan returned to the studio to work in person with the rest of the band on the album. Lenchantin would be replaced by Marilyn Manson bassist Jeordie White, while Van Leeuwen would be replaced by Danny Lohner on the album and later James Iha for touring purposes, as Iha did not actually perform on the album. Keenan's work with Tool was not the only thing delaying work on the album, as progress was also hampered by other lineup changes, including guitarist Troy Van Leeuwen leaving to be a member of Queens of the Stone Age, and bassist Paz Lenchantin leaving to be a member of Zwan, leading to their contributions to the album being limited to only a few tracks. As such, Howerdel would send work in progress instrumental he would create, and Keenan would write lyrics in between shows, a process they found to be efficient, but ultimately more difficult to balance than they initially expected. Howerdel would write most of the music, while Keenan would write most of the lyrics. Writing for the album started while Keenan was still touring with his other band, Tool, in support of their 2001 album Lateralus. The title "Vanishing" was a tongue in cheek allusion to the fact that the song itself had gone missing. Upon finally recovering the track in 2001, it was only slightly altered for its final release, to better match the eventual sound of Thirteenth Step. With beginning the second album, the band found themselves starting fresh, without any material to start with, with the exception of the track "Vanishing", which originally was intended to be on the band's first album, but Howerdel could not find the song file in the studio, having accidentally named it "test". He had recorded it with a female vocalist in mind, but upon Tool vocalist Maynard James Keenan hearing it and offering to sing for the material, the content was then quickly finalized upon adding Keenan's vocals and re-recording the drums with band member Josh Freese.
With the first album, a majority of the album had been already written and recorded over a long period of time by guitarist Billy Howerdel, before a band had even been assembled. The band's writing process was very different from the band's first album, Mer de Noms.
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