In mid 2005, after the release of Witness, guitarist Matt Hoffman and bassist Chris Honeck left the band. They were replaced by Sjarm 13 and Tim Churchman, respectively. On February 9, 2007, M.L.I.W. announced that they had inked a record deal with Equal Vision Records. The band's final album, Midnight in America, was released on August 21, 2007.
On February 19, 2008, the band announced on their Myspace page that they would be breaking up, and that they were planning one final American tour, starting March 29 in Milwaukee, Wisconsin, and reconvening on April 26 in the band's hometown of Marshalltown, IA.