Jourgensen recalled the band's state as dysfunctional and the album's production as "complete chaos and mayhem", which gave the band a level of artistic freedom impossible had they planned it.:52 Jourgensen says that despite being a fan favorite, it is not among his favorites because of the condition he was in at the time; he was heavily into drugs during recording and had a poor relationship with his bandmates. In one instance, he chased bassist Paul Barker around the studio with a chair and hit him on the head with it because he "couldn't stand him anymore". Jourgensen credited the era, the city, and the atmosphere at Chicago Trax Studios for the album. Bill Rieflin and Chris Connelly instead attributed the album's sound to the band's interest in technology.:52
For pre-production, Rieflin said he and Barker watched films for a month, sampling anything that caught their interest. Instead of writing music, they all improvised individually, rarely collaborating with each other. Connelly compared it to exquisite corpse, a Surrealist technique in which an artistic work is created collaboratively without any of the participants having knowledge of the others' contribution. Rieflin cited "So What" as the only track to feature two musicians in the studio at the same time.:52–53
After playing with the band on The Land of Rape and Honey's tour, Dave Ogilvie collaborated on this album.:52 The rapper K-Lite sang vocals on "Test". Jourgensen said that Ministry and K-Lite had been recording songs at the same time at the studio. Both Jourgensen and K-Lite were impressed with the aggressiveness of each other's music, and Jourgensen invited him to contribute vocals for a track. Rieflin had previously recorded drums and bass after he became frustrated waiting for the others to contribute music to the track; Barker said Rieflin played all the instruments on the song.:56
The female spoken word part of "Dream Song" is a recorded conversation with Angelina Lukacin, Jourgensen's future, and now ex-, wife. Jourgensen had met her while on tour in Canada and, impressed with her entertaining personality, called her on the phone several times while working on the album. Jourgensen recalled the conversations as her "babbling about dreams and angels" while high. Lukacin herself said "Dream Song" was a poem she wrote after having a dream about an angel. She did not know she was being recorded but enjoyed the song.
The title of the album is a reference to the United Negro College Fund's slogan, "a mind is a terrible thing to waste". Jourgensen was further inspired by the "Just Say No" anti-drug campaign. Rieflin said the other band members groaned when they heard it, but Jourgensen had final say in naming. According to Connelly, the album art was inspired by a television program Jourgensen saw where migraine sufferers painted images of their pain. The image itself was a picture of an x-ray from a studio receptionist's mother, who had been in a car accident and received a metal plate. Jourgensen said he wanted that as the album artwork as soon as he found out about it, but the other band members disliked it. Barker praised the concept but said the execution was poor.:54