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• released in Canada on September 21, 1999 and in the US on September 28, 1999 on Columbia Records
• like the two previous albums, it was produced by Arnold Lanni, and recorded at his Arnyard Studios
• the band started working on this album in October, 1998
• the first single, released August 1999, was One Man Army
  
  • The video (directed by Mark Kohr) was released on September 8, 1999 on MuchMusic in Canada

"When you get to your third record, you’re starting to develop a body of work. For us, with Naveed, we were a band and a record that came out of absolutely nowhere in the eyes of the media. Then, Clumsy broadened the palette. Now that we’re at Happiness..., I think you finally start to get a complete picture of this band."
~Mike Turner

"A lot of this record came from obsessions: Definitely seeing those obsessions in the States, the guns, the Gap ads and how the media determines who you are these days. But we have all the same commercials in Canada. It's so boring these days to sit in front of the television and waste your life. It's such a drag and so many people do it. And I think I'm just getting more passionate about it.

During the recording of this record, we talked a lot about death, for whatever reason. There's definitely an obsession with death and a huge fear. But in knowing that, it makes you hate these other things more, because it's not what life's about. Buying Tommy Hilfinger because it's cool has nothing to do with any kind of emotional value or content, and music for me does. So when they hit each other, I get pretty emotional about it."
~Raine Maida

1. One Man Army

   "One Man Army is about the struggle for individuality. It's about finding the courage to metaphorically strip naked and set fire to all your inhibitions. It's about cleansing yourself of all the people and things that suffocate your individuality."
   ~Raine Maida

   "It's very much saying I've figured out who I am and what I think and believe and screw you if you don't understand it. And everything else is just trash and you can put it in a big fat trash heap and burn it because it is useless to me"
   ~Mike Turner

2. Happiness and the Fish

   "That, to me, just sums up a lot. Especially in the music business, so many people just talk to hear themselves talk and build themselves up to fulfil their own egos. It's such bullshit and if people would just get over that character trait, they would would find themselves so much happier, because you're not so consumed with yourself.

   If you have something to say, make sure that there's some passion behind it. Don't just talk for the sake of talking. That's just boring and redundant. And it's a waste a time."
   ~Raine Maida, on the line "Talking is just masturbating without the mess"

3. Potato Girl

4. Blister

5. Is Anybody Home?

6. Waited

7. Thief

   This song is about a girl named Amy who died last summer from a brain tumor.

8. Lying Awake

9. Annie

   Annie is a song about a "mixed-up girl" who is tormented by her schoolmates and who "dreams that everyone is dead." Three weeks after Raine finished the lyrics, the Columbine and Taber school shootings happened.
   

   "I don't talk about my lyrics much [to the band], but the day I heard the news, I said: 'Guys, the song Annie is written exactly about this.' I felt the need to tell them because I didn't want them to think that morning I had been reading the paper,writing lyrics."
   ~Raine Maida

10. Consequence of Laughing

11. Stealing Babies (featuring Elvin Jones)

    One day, Raine was watching a show on TV called "All About Eve". It was about a six year old girl who, on her ninth blood transfusion, contracted AIDS. Eve spent her next three years travelling around the world to speak to and comfort other children who also had AIDS. While watching this show, Raine started crying, and the lyrics of this song were born.