Floored is the second studio album by American rock band Sugar Ray, released on June 24, 1997. It includes the hit song "Fly", and a less successful follow-up successful single, "RPM". Two versions of "Fly" appear on the album, one of them featuring reggae artist Super Cat. Floored is the first album to feature DJ Homicide as an official member, and he remained with the band through to 2009's Music for Cougars.

Production Background and early writing sessions Prior to releasing their reggae-influenced pop rock single "Fly", the band feared Atlantic Records would drop them due to the underperformance of their 1995 debut Lemonade and Brownies. Drummer Stan Frazier recalled in 1999 that it was "really depressing", noting that the band came close to being dropped from the label. In 1994, Sugar Ray had signed a two-album deal with Atlantic which was worth two million dollars, but the label were considering buying out their contract due to the commercial failure of Lemonade and Brownies.Tuna on Toast with Mark McGrath (Sugar Ray), 2022. The album had seen some minor success in Europe, but fared very poorly in the United States, where it failed to chart. The band ended up doing seven tours in Europe to support Lemonade and Brownies, but did only a single one in the United States, where they were playing in front of mostly empty clubs. When Atlantic were on the verge of dropping Sugar Ray, a member of their metal department helped Sugar Ray get an appearance on The Howard Stern Show in New York City. They showed up to the studio with a group of women they knew from New York, staying on the program for an hour and a half. During their appearance, Stern's co-host Robin Quivers commented on how handsome singer Mark McGrath was, and the band performed a cover of a song called "Psychedelic Bee", which Stern himself had written while in his teenage band Electric Comic Book. The appearance increased their exposure, and Atlantic wanted to build off this momentum. Following the appearance on The Howard Stern Show, they ended up being given a second chance to go to New York for a month, where they would write new material.

DJ Homicide, formerly of hip hop group Tha Alkaholiks, was fully involved with the writing process of Floored, unlike on Lemonade and Brownies, where he only served as a guest musician for a few songs. DJ Homicide was recommended to them by DJ Lethal from hip hop group House of Pain, who had served as a co-producer on Lemonade and Brownies, since Sugar Ray were fans of House of Pain. Sugar Ray began as a punk band in the mid-1980s, but they later changed to glam metal, and on Lemonade and Brownies were experimenting with both punk and metal, as well as Red Hot Chili Peppers-style funk and much lighter genres like R&B and country. Early in the writing process of Floored, McGrath pushed for the band to make more heavy scream-oriented songs, but the other members preferred melody-driven music. Disagreements over the album's intended sound led to McGrath storming out of a practice session in New York. While McGrath was away, his bandmates started writing what would become "Fly". Frazier reflected, "we were looking for an identity, and we just didn't have it yet. So we're locked in this recording studio, writing all this heavy music, and that’s when the shit hit the fan, because Mark, didn’t like the songs we were writing and just decided, 'I'm out of here'. So he disappeared into the New York night for weeks." Once McGrath was gone, DJ Homicide decided to put on one of his drum loops and bassist Murphy Karges started noodling on his bass. Guitarist Rodney Sheppard then came up with some "island licks". Frazier liked what he was hearing from the other three members and stepped towards the microphone. Frazier thought up the chorus "I just want to fly" since he was frustrated by the situation the band had found themselves in, and wanted to "jump out the window and fly out of New York and go somewhere else." McGrath remembered in 2015 that they had been touring with heavy bands such as Deftones, downset. and Monster Magnet, and said that "Fly" was a song that "kind of came out of nowhere." McGrath added, "setting up [Floored] we said 'listen, we have a bit of a foothold in the metal world, let’s concentrate on that, make some heavier stuff', but at the same time we were getting better as songwriters." In 1999, McGrath also noted that when compared to Lemonade and Brownies, there was more pressure on them from the label to be a heavy band. He said, "[on Lemonade and Brownies] we were always open to all sides and experimented an awful lot. That way we had a lot of mellow songs and a lot of noisy, loud songs. But when we wrote and recorded Floored it was difficult. They wanted us to go into a certain direction, so they could promote us easier."

When McGrath first heard Frazier sing parts of "Fly" to him in New York, he strongly disliked it, and almost quit the band over it. He said all he heard was "I just want to fly", and it sounded "ethereal". McGrath described it as "the worst thing I had ever heard". McGrath later worked on the song himself, and started liking it more. Joseph McGinty "McG" Nichol, a friend of the band who produced Lemonade and Brownies, also heard this initial version of "Fly", and was the one who convinced McGrath to go back and give it another listen. McGrath said he eventually realized the song was a sign that his bandmates were becoming better songwriters. For the verses of "Fly", McGrath wrote lyrics which referred to a deceased mother, even though his mother was still alive. These lyrics contrasted the upbeat music and chorus the other band members wrote, with McGrath saying "there is this stark imagery in there. There's loss in it. There is loss of a mother, obviously. I thought it was a good way to juxtapose the lyrics with the melody on that." In a July 1997 interview with MTV, McGrath said that the band immediately knew "Fly" would be a single as soon as they recorded it. Shortly after the song was released, he incorrectly claimed that the lyrics were inspired from an A&R department meeting, where he saw a fly land on the left nostril of Atlantic Records senior VP Jason Flom.

Recording McGrath was a fan of Southern Californian ska punk band Sublime, and Floored would end up being produced by David Kahne, who had previously worked with Sublime. McGrath claims he had only been a casual fan of them, until they released their 1996 self-titled breakthrough. Regarding Kahne and Sublime, McGrath said in October 1997, "I love that band. We got David Kahne to produce our album because of his work on the Sublime album. I don't think if you heard our record you'd think every song is like Sublime's, but I agree there are elements in there. 'Fly' [definitely] took on more reggae overtones as a result of working with Kahne. He produces in a certain way, and he is responsible for the Sublime sound." Pre-production work on the album was finished by early 1997, and Kahne booked them to record Floored at NRG Studios in the San Fernando Valley and Sunset Studio in Los Angeles. The studios were booked for six weeks, which was longer than the time they were given to record Lemonade and Brownies. When recording started with Kahne in 1997, McGrath said that they still only had pieces of songs written, but claims that they "felt good" about the still-yet unrecorded "Fly".

Prior to making the album, Sugar Ray requested to be moved to Lava Records, which is a sublabel of Atlantic that Jason Flom founded in 1995. In an October 1997 interview with Hits magazine, Flom said he had been a fan of the band for years, and was excited when they requested to be moved from Atlantic to Lava, since it meant he would be working with them. Flom had previously helped break Lava's Matchbox Twenty into the mainstream, and added that even before Sugar Ray recorded "Fly" with Kahne, he knew they had the potential to become successful. He said, "we brought in David Kahne to produce, and I felt very strongly that if we had one song we could really hang our hats on, it would break the band. I knew if people got a chance to see them live, they would be hooked."

Two versions of "Fly" appear on the album, with the first featuring Jamaican musician Super Cat and the second excluding his parts. It was McGrath's idea to have another artist appear on the song. Super Cat was well known in the dancehall genre, and McGrath had come across his work. He wanted to have Super Cat on the song since he felt like he fit the sunny "island vibe" of the song. Kahne had previously produced for Super Cat, and was able to get him on the phone. Within five days, he was recording his parts for the song in Los Angeles. Super Cat toasted over "Fly", with toasting being a form of Jamaican rap that predated American hip hop. Super Cat's lines were all improvised as he was recording them, and he went on to appear in the song's music video. Both versions of "Fly" were being sent out to radio stations in 1997, and where they were sent to depended on the type of music those stations specialized in. The first demo of "Fly" that Sugar Ray shared with Atlantic was made before Super Cat became involved, and as such was the version Atlantic was used to hearing. In a June 1997 interview, Rodney Sheppard said it was Atlantic who insisted on hearing an early demo of the song, noting that even before Sugar Ray sent out the demo, the band already "knew that we wanted to have a dance hall guy doing Jamaican toasting throughout the single." Since Atlantic had become used to hearing the version without Super Cat, they felt as though his presence might turn off some people, which is why they insisted on having two versions of the song on Floored. Sheppard further said in the interview, "being on a major label, it's a business and there is a series of compromises you have to make. Atlantic would like to see this thing eventually go to pop radio. They didn't want to turn anybody off who maybe didn't like the reggae thing and so they included that [other] version."

When McGrath was recording his vocals for "Fly", he worked closely with Kahne to get them to a standard which was good enough for the song. He said that Kahne "showed me where my voice wanted to be" on "Fly". Kahne tried to push the band during the recording, and often demanded multiple takes, which sometimes led to them leaving recording sessions with resentment towards him. For "Fly", he had McGrath do multiple takes on the line "my mother god rest her soul". Kahne told them that the reasoning for this was since he could "sell two million albums on that note alone". The band were skeptical the song could be as successful as he claimed, but he reassured them that the song was a hit in the making. Sheppard remembered they were "working all day, every day" during the six weeks they spent recording Floored. Regarding Kahne, Sheppard said "he's like a robot. He didn't even go to the bathroom. He just sits and works sixteen, seventeen hours a day, every day until it was finished. You couldn't ask a guy to be more dedicated to a project."