Vices & Virtues is the third studio album by American pop rock band Panic! at the Disco, released on March 22, 2011, by Fueled by Ramen. Produced by John Feldmann and Butch Walker, the album was recorded as a duo by vocalist and multi-instrumentalist Brendon Urie and drummer Spencer Smith, following the departure of lead guitarist, backing vocalist and primary lyricist Ryan Ross and bassist/backing vocalist Jon Walker in July 2009.

While Walker and Ross' exit left a hole in the Panic! songwriting regime, the experience became the catalyst for Urie deciding to take over as the band's principal songwriter. The lyrics touch on themes of manipulation and confusion. Vices & Virtues took over two years to create, and the increased time in the studio brought forth new musical experimentation. The album's artwork was conceptualized by touring bassist Dallon Weekes, who was inducted as a full-time member of the band near the end of recording.

Upon release, the album received mixed to positive reviews. Critics praised the album's wide variety of musical stylings, while criticism was aimed at the compositional simplicity and Urie's verbose lyricism. Preceded by its lead single, "The Ballad of Mona Lisa", the album debuted at number seven on the Billboard 200, selling 56,000 copies within its first week.

Material for a follow-up to Pretty. Odd. dates back to at least April 2008, just one month after the release of the record. Former guitarist and primary songwriter Ryan Ross told NME the band had "nine or ten new songs going right now," which picked up in the same direction of Pretty. Odd. "It was pretty much the same with the last record," bassist Jon Walker said. "We haven't stopped writing songs since we stopped recording Pretty. Odd., because we have a lot to write about [...] It's sounding 'pretty awesome,' which is probably what we're going to call the next record," Ross joked. "We've got quite a few new ideas and songs we've been working on, and we're hoping to record some of that stuff by the end of the year." The article explained that Walker said the band would be taking time off for the holidays and then re-entering the studio to record new music. In June 2009, singer Brendon Urie revealed the band had been writing for "roughly half a year now" at Ross' Topanga Canyon, California, home, and continued to take the band "further down the sun-dappled, retro-pop path [they] began exploring on Pretty. Odd.": "We've always been a pop band. We've always been fans of pop music, whether it's The Beatles – which is, like, the beginning of pop music – we've always been fans of good catchy melodies and lighthearted music." Spencer Smith, drummer, added, "We moved to California since the last record, so that's inspiration. We started surfing, too, so maybe we'll get a little Beach Boys vibe on this one." During this time, Smith moved in with Urie, while Ross began writing his own material with Walker at his home.

On July 6, 2009, Ryan Ross and Jon Walker announced via the band's official website that the two were leaving the band. The statement, in part, read: "Ryan Ross and Jon Walker will be leaving Panic at the Disco to embark on a musical excursion of their own. Though the four of us have made music together in the past, we’ve creatively evolved in different directions which has compromised what each of us want to personally achieve. Over the years, we have remained close and honest with each other, which helped us to realize that our goals were different and that parting ways is truly what is best for each of us." In an interview following the split, Ross explained that he first brought the idea to Smith in late June 2009 over lunch: "Spencer and I had lunch and caught up for a while, and then the big question came up, like, 'Well, what do you want to do?' and I said, 'Well, I think it might be best if we kind of do our own thing for a while,' and he said, 'I'm glad you said that, because I was going to say the same thing,' " Ross recalled. "And there was really no argument, which is really the best way that could've worked out." Ross said the split was largely due to creative differences between him and Urie. Urie wanted the band to explore a more polished pop sound, while Ross — and, by extension, Walker — was interested in making retro-inspired rock. Many of the songs originally created by Ryan and Jon for Panic!'s third album were later recorded and released as part of their new band, The Young Veins.

The news asserted that both tour plans with Blink-182 in August 2009 and new album production "will continue as previously announced," and the announcement ended with the teaser for a "surprise" soon to come. The following day, Alternative Press broke the news that "New Perspective", the first song recorded without Ross and Walker, debuted the following month on radio and as a part of the soundtrack to the film Jennifer's Body. "New Perspective" was recorded in spring 2009, when the band had just moved out to Topanga. Smith explained the song was inspired by the band's new experiences when there: "We're living near the ocean and going surfing every day, which we've never done before. We tried to get that out in the song, I guess." The band reinserted the exclamation mark into its name a few days after the departure of Ross and Walker.

The writing and recording process for Vices & Virtues took much longer than the band intended. The band was "very confused" after the split from Ross and Walker, desiring instead to go on tour to understand better. As evidenced above, "Oh Glory" and "New Perspective" were largely recorded during the summer of 2009 with producer John Feldmann. "These songs are just Brendon and I having fun, because that's what we want to do," Smith told MTV News. Shortly after the departure of Ross and Walker, Smith revealed the band was recording: "We're working on an album now that, hopefully, takes the best parts from both of our records ... because we love them both and are really proud of them." While on the Blink-182 Reunion Tour, Smith showed Blink-182 singer/bassist Mark Hoppus several demos for the album, in hopes that he would produce a song or two. Hoppus confirmed in August 2009 that he was committed to producing one "really strong" track on the record, as well as possible others if allowed. During this time, Urie told news outlets the band had "about 10 songs" ready to consider for the band's third album. In the beginning stages, a song featuring Rivers Cuomo of Weezer, whom Urie later described as "super nice," was set to appear on the new album, but the song is absent from the final track listing. The band initially planned to record the album in fall 2009, to be released the beginning of 2010.

However, recording did not begin until April 2010. Friend and Pretty. Odd. producer Rob Mathes was "like family" to Smith and Urie, inspiring them to be excited to record despite the duo's initial beginning. He encouraged them to love the work they do, and "... Just get out of bed in the morning, don’t loathe the things that you actually love doing, because it’s just going to keep you down," for which Urie recalled the band "owed a lot" for. After working with the demos produced during the summer with Feldmann for several months afterward, the duo decided they weren't satisfactory, so the band started over with new material. The biggest difference for the band was that it was now half the previous band, with Urie and Smith writing everything. The album was produced by Feldmann and Butch Walker. Urie recalled that they were initially nervous to experiment with new producers, but instead regarded Feldmann and Walker's input positively, regarding their help as "Hey, this is your record, I want to help you with your ideas. So you bring me the ideas, and we’ll help you do that. I don’t want to write anything for you, this is your record, it has to be your voice." The band continued working with Feldmann for four months in early 2010, later going to Walker to finalize and improve the songs.