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The album came together during initial sessions in London studios Advision and Sarm West. Lowe told of how they were afforded time to experiment or 'faff a lot'. The boys called on various studio maestros including Please producer Stephen Hague, but the bulk of the album was overseen by Julian Mendelsohn, who had first appeared on the band's radar when he produced a remixed version of early single 'Suburbia'.

He told Classic Pop magazine in 2017 how he and Tennant did 'a lot of the hands-on work', while Lowe, ever the man of few words, listened and occasionally made a suggestion. 'He'd get up, he'd have a keyboard and he'd fiddle about for a couple of minutes… then he'd go back to the couch. And it was always a winner.'

And while Mendelsohn had to insist on Tennant doing more takes to improve vocals the singer was already happy with, the recording of Dusty Springfield's contribution was the opposite. The grand dame was very particular about how she wanted her vocal to sound, and she insisted on recording take after take before she was happy with them.

It was during the making of a video for 'What Have I Done To Deserve This' that the classic cover photo was taken. The shot of the duo, in dinner jackets and dickie bows, with Tennant caught in an almighty yawn, was taken by Cindy Palmano, and it was about to be used for the cover of Tennant's alma mater Smash Hits before the band requested, the day before it was due to go to press, that it be held back for the Actually album.

'It was sort of uncompromising and funny at the same time', Neil Tennant later noted. A lot like the men it depicted, in fact.