[8] Bass player Kelly Groucutt and classically trained cellist Melvyn Gale joined the band as their replacements.

Following the conclusion of the European leg of the Eldorado tour, the band began recording the new album at Musicland Studios in Munich, Germany.

Lynne, also the band's sole songwriter, wanted to move towards more tunes that would be memorable, rather than the progressive rock style of the group's first three albums and the symphonic sound of Eldorado.

New elements were added to devise a satisfying but more complex sound, such as female backing vocalists (Ellie Greenwich, Susan Collins, Nancy O'Neill and Margaret Raymond),[10] a choir, and having the band's string trio of Mik Kaminski, Hugh McDowell and Melvyn Gale mixed into the backing 30-piece string section while also allowing them to perform some of the solos on the records.

The backing orchestra was taped separately from the band's initial sessions, being recorded instead at De Lane Lea Studios in London, England.

[11] The new lineup introduced for this album became a stabilized and iconic one for the band's next 5 years and has been called by ELO fans the "classic line-up".

It begins with a haunting synthesizer (provided by Richard Tandy) playing a repeating broken chord of E♭, A, C, A along with a backing choir.

Drummer, Bev Bevan provided the voice and when the record is played backwards, he exclaims "The music is reversible but time is not.

This inclusion was a joke by Jeff Lynne, who faced mild controversy from a Christian fundamentalist group, accusing him of including backwards Satanic messages on the track "Eldorado" from their previous album of the same title.

The haunting opening concludes with the backing orchestra repeating the same broken chord as the synthesizer before transitioning into a more symphonic-rock bridge accompanied by the drums.

The choir at the end of the track chants "Fire on high" several times, providing the song the only set of true lyrics.

Jeff Lynne later remarked of this track: "I tried to write, sort of, in a classical style but have rock 'n' roll instruments playing it, you know, and orchestra together.

Kaminski, McDowell and Gale all play together mixed with the backing orchestra in the song's entirety, adding an extra layer of orchestration.

[14] The full instrumental (save for the guitar and string fade-in) of this song was released as a bonus track on the 2006 Face the Music reissue.

The main song features a more disco-like rhythm (aside from the short orchestral interlude on the album version) with Tandy's piano riff and Lynne's acoustic guitar playing the chords Am, Em7 and Dm7.

The drums, guitar and bass all join on the pre-chorus ("Hold on, nightrider") along with backing harmonies from Greenwich, Collins, O'Neill and Raymond.

Just before each chorus, there is a small orchestral and choir break, the third of which is extended and includes a string crescendo which was later reversed and used on "Evil Woman".

Bev Bevan plays fast, bombastic drum fills in between verses and Richard Tandy provides a moog synthesizer arpeggio rhythm section.

The album version fades into a back-masked reprise of the chorus of "Waterfall", ultimately leading into the next track "Down Home Town".

The ELO string trio has a greater influence on the sound of this track, playing independently from the backing orchestra in a more fiddle-like fashion.

"Evil Woman" was a big hit in the UK and the US, embracing disco rhythms while still embodying ELO's classic sound.