After the failure of their previous effort, the Soak It Up EP, Barnes & Barnes were dropped from Boulevard Records, and promptly re-signed with Rhino Records.

This album showcases the later stage of their effort to abandon novelty music and record more contemporary material, although the album does contain some comedic elements.

The title is derived from the Marvel comic book Amazing Adult Fantasy, and features the cover of issue #10 in the album art.

Two songs originally slated to be included on the LP, "Blithering" and "You Can't Escape Your Destiny", were dropped at the last minute due to phasing problems discovered during mastering.

The 2005 CD restores them to their original places in the album sequence.