Springfield worked on the album with a team of musicians and producers that included Jerry Wexler, Arif Mardin, Tom Dowd, conductor Gene Orloff, backing vocalists the Sweet Inspirations, bassist Tommy Cogbill, and guitarist Reggie Young.

"[6] Hoping to reinvigorate her career and boost her credibility,[citation needed] Springfield signed with Atlantic Records, at the time the label of Aretha Franklin, one of her soul music idols.

Wexler's and Springfield's idea for the album was to record the pop compositions with Southern soul's rhythmic feel, a combination that other producers had tried successfully at American Sound Studios with acts like The Box Tops and Merrilee Rush.

[8] In addition to their pop session work, The Memphis Boys had previously backed soul musicians Wilson Pickett, Joe Tex, Bobby Womack, and King Curtis.

Recording engineer Terry Manning, who was hired on assignment to write a piece on the sessions for the New Musical Express, attended and ended up assisting Dowd, along with Ed Kollis.

The songs were written by Gerry Goffin and Carole King, Barry Mann and Cynthia Weil, Randy Newman, and Burt Bacharach and Hal David.

According to music journalist Peter Robinson, its failure stalled Springfield's career instead of reviving it, although the record eventually became "a pop culture milestone [and] timeless emotional reference point" for listeners who discovered it in second-hand shops or purchased one of its several reissues years later.

[24] Robert Christgau called it "a pop standard and classic", predicting in his 1973 column for Newsday it would be "the kind of record that will sell for years because its admirers need replacement copies, and it is the perfect instance of how a production team should work.

"[25] Greil Marcus was less enthusiastic in Rolling Stone, deeming some of the songwriting inconsistent on what was "a real drifting, cool, smart, sexually distracted soul album".

Club, Keith Phipps wrote that Springfield and her team of musicians and producers for Dusty in Memphis developed an elegant and distinct fusion of pop and R&B that predated the Philadelphia soul sound of the 1970s.

[32] According to Eric Klinger from PopMatters, its sophisticated style of music influenced the sound of 1990s trip hop artists who sampled songs from the album and became a blueprint for British female singers of the 2000s, including Adele, Amy Winehouse, Duffy, Joss Stone, Paloma Faith and Rumer.

With the exception of a mono mix of the title track "I'll Be Faithful" all master tapes for this album were later destroyed in a fire – along with Springfield's unreleased recording of Bee Gees' "To Love Somebody" from the follow-up sessions with Wexler – but Jeff Barry had kept reference copies of the intended final mixes and these were digitally remastered and first released as part of Rhino's Deluxe Edition of Dusty in Memphis in 1999.