The album consists of twelve cover songs and no originals.

[2] Warner Brothers, however, did not control the publishing rights, and opted to have the band record an album of covers, including songs originally performed by The Beatles and Bob Dylan, as well as recent hit singles by such acts as The Mamas & the Papas and Simon & Garfunkel.

[2] Lead vocalist Sal Valentino explained, "When we went to Warner Brothers, they were just anxious to get a record out, to capitalize on the success we had.

"[2] The album features Don Irving on guitar.

Irving briefly became a member of the Beau Brummels filling in for Ron Elliott,[3] who also played on the album, but was unable to withstand the rigors of touring due to his diabetic condition.