Beg to Differ is Prong's second album and first released under the CBS label. It can best be described as "thrash metal before groove metal". The album includes one live track ("Third From The Sun", a Chrome cover) recorded at CBGB's, New York, in 1989. Brian "Pushead" Schroeder did the design and cover artwork for the album. Part of the song, "Lost and Found", was used for commercial breaks of MTV's Headbanger's Ball in the early 1990s.