The band had actually broken up, but after Frank Zappa expressed interest in producing an album for them, they reassembled for one more attempt at success.

Although the pairing seemed bizarre, Grand Funk drummer Don Brewer said, "His whole viewpoint on what rock and roll is all about is basically the same as ours.... Keep it as simple as possible and really bring the balls out of this thing.

"[3] Grand Funk decided on the first day of overdubs to split up again, although Zappa stayed until 4 a.m. trying to talk them out of it.

[4] The album was the final release to feature both bassist Mel Schacher and keyboardist Craig Frost.

All songs written and composed by Mark Farner, except where noted.