The recording was produced by Tim Rice and Andrew Powell.

Paige had met Rice when she was cast as Eva Perón in the original stage production of his musical Evita in 1978.

Rice's former writing partner Andrew Lloyd Webber wrote the arrangement of the track "The Second Time", for which Rice had set words to Francis Lai's theme to the film Bilitis.

The track "Secrets" was originally written for the Barbra Streisand album Guilty, but didn't make it on to the final record.

Soon after completing recording of the album, Paige stepped into the role of Grizabella in the musical Cats very soon before its opening night after Judi Dench, who was to have played the role, damaged her Achilles tendon during rehearsals.