Breakfast with Girls is the third studio album by the American pop rock band Self, released on July 13, 1999, by DreamWorks Records and Spongebath Records, and is the band's only album released on DreamWorks. Its songs were mainly written and composed by Matt Mahaffey, the band's lead member. The album prominently maintains a power pop/art rock soundscape with elements of hip-hop and jazz. Three singles supported it; the first, "Paint by Numbers", received a nomination for Song of the Year from the Nashville Music Association Awards, while the third, "Meg Ryan", was the album's major single.

Mahaffey wrote a majority of the album based upon his life, and general discontentment at the major music industry's treatment of himself and his band. A concept album, it follows a young man in his 20s as he struggles to deal with his abusive girlfriend, a smoking addiction, and a difficulty managing his finances whilst being disillusioned. Upon release, Breakfast with Girls received mixed reviews from critics, who praised its inventiveness but critiqued its complexity. Retrospective reviews have been more positive. It peaked at number eighteen on the CMJ Top 200 chart, the band's best-known performance at the time, later beaten by their fourth studio album Gizmodgery (2000).

For his debut album, Subliminal Plastic Motives (1995), Self's leader Matt Mahaffey focused on guitar arrangements and incorporating rock music. Following its release, he frequently appeared at rock radio stations, performed at venues within the genre, and received invitations to strip clubs from radio personalities and other music industry colleagues. Mahaffey's strong disinterest in this lifestyle led him to drop his guitar usage on his second album, The Half-Baked Serenade (1997), citing the first album as a bad first impression. He continued to hold the mindset when making his third album, declaring the project to be "anti-rock".

After Mahaffey had completed The Half-Baked Serenade, he opened auditions for a horn section in the band, settling on Mac Burrus as a bassist instead. Burrus officially joined the band in October 1997. Before recording began for Self's third studio album, Mahaffey attended a Failure show in Nashville. Through a mutual friend, Mahaffey met with lead member Ken Andrews, proceeding to play a concert with Failure as a part of Self at the Exit/In some time later.

After signing to DreamWorks Records, a larger budget allowed Mahaffey to work with various acclaimed engineers and producers for the album, including Andrews, Richard Dodd, and Hugh Padgham. He additionally recorded with a full orchestra for some songs, led by the Nashville String Machine. Sessions primarily took place at Ocean Way in Nashville, Tennessee, with additional recording done at the Bennett House in Franklin, Tennessee, Mahaffey's home in Murfreesboro, Tennessee, and Treasure Isle in Nashville. Mahaffey composed each song's instrumental before writing lyrics, prioritizing a wide range of expression.

Mahaffey spent his weekdays working on Breakfast with Girls while allotting weekends to work on Gizmodgery (2000), which is dubbed as "a toy instrument album" due to being recorded completely with toys. Mahaffey occasionally sent songs recorded during these sessions to DreamWorks, with them becoming interested in one and asking him to re-record it for inclusion on Breakfast with Girls, he subsequently re-recorded the song with a full band, wishing to contain toy songs to Gizmodgery. This process delayed the release of Breakfast with Girls, which, combined with the track's shift in style, led to a retroactive dissatisfaction. Despite having Self under contract, DreamWorks decided against releasing Gizmodgery under the label. The song "Uno Song" was Mahaffey's first project in Pro Tools, and thus the album's only non-analog song. The track's files were lost during production, leading the song's final version to be a rough mix. The label chose "Meg Ryan" as a single, a love song centered around the actress of the same name. Overall, Self spent two years creating Breakfast with Girls.

Mahaffey originally wrote and produced eighteen songs for Breakfast with Girls, but he told that DreamWorks Records "chopped" five songs, which then appear as bonus tracks on vinyl copies of the album, while some of these were picked to appear on Brunch, the band's first EP. It was released two months later in September 1999, through DreamWorks Records and Spongebath Records, and given to fans who pre-ordered Breakfast with Girls as consolation for its multiple delays.

Breakfast with Girls primarily uses a pop rock and hip hop soundscape, with elements of rhythm and blues, mainly taking influence from late 1980's hip-hop, and the American musician Prince. Mahaffey stated he didn't know a "genre" to define Breakfast with Girls with, and that he hoped the press would come up with a "interesting name" for it, with Breakfast with Girls subsequently being compared most commonly to the work of Beck. Mahaffey later described Breakfast with Girls as "disturbed" like a "constant battle between good & evil."