After enjoying a run as one of the top country stars of the 1960s, Owens was crushed by the 1974 death of his guitarist and best friend Don Rich, and by the 1980s, after hosting the critically savaged but popular television show Hee Haw, was semi-retired until Yoakam – one of country music's hottest young stars – began touting his records in interviews.

[3]This was the second album that Yoakam produced without Pete Anderson, the guitarist and artistic foil who, like Don Rich with Owens, enjoyed a long creative partnership.

The recordings are buoyant and crisp, with AllMusic's Jeff Tamarkin commenting, “ Yoakam's love for these anthems is palpable in every track.

He doesn't set out to imitate Owens' style or delivery, but he does capture the essence of each song, playing them as Buck intended: no frills, no foolin' around…”[4] He plays it mostly straight with the arrangements with a few exceptions, such as the percussion-heavy “Close Up the Honky Tonks,” which stretches to over six minutes, and the atmospheric “Only You,” which begins with a lone organ and slowly builds in a style reminiscent of Roy Orbison.

The influence of The Byrds, who also covered Owens's songs, is apparent on “Think of Me,’ while Yoakam's vocal on “Down on the Corner of Love” has traces of Buddy Holly.