In just over a decade with Blink-182, Tom DeLonge went from the San Diego suburbs to the top of the world. The band sold over 20 million records worldwide, won a wide assortment of MTV awards, and sold out arenas everywhere from London to Tokyo.

So in early 2005, with Blink-182 on a break, DeLonge came to a crossroads. Rather than do a solo album or another version of his well-reviewed side project, Box Car Racer, DeLonge decided to start a new band. He recruited Box Car Racer guitarist David Kennedy, bassist Ryan Sinn (formerly of the Distillers), and drum god Atom Willard (previously of Rocket from the Crypt and the Offspring). The quartet headed into the studio—where they would try anything to find a new sound or a new song.

We Don't Need to Whisper—named after the first phrase DeLonge said into a microphone when sessions began, testing to see if everything was working—was recorded at his home studio in sessions that began in March 2005 and continued for about a year. The name Angels and Airwaves popped into DeLonge's head while he was driving. He wasn't certain about the name at first, but then he realized that "Angels and Airwaves" abbreviated as "AAA"—and that if he inverted the middle A, it spelled AVA, which is also the name of Tom’s daughter.