[citation needed] The album cover was painted by John Douglas and features Joe Perry playing the "Billie" guitar.

Perry states that he considered contacting the likes of Jimmy Page, Slash, Scott Weiland, Robin Zander but ultimately decided not to.

[4] Following aborted plans to record Aerosmith's fifteenth studio album with producer Brendan O'Brien, Perry decided to record another solo album with his newly assembled band which included vocalist Hagen Grohe, bassist David Hull, pianist Willie Alexander, organ player Paul Santo, and drummers Marty Richards, Ben Tileston and Scott Meeder.

In early 2010, Perry stated that "after Steven blew the friggin' Aerosmith record we got on a bus and headed down south to play Brendan O'Brien the new material and he said, 'Yeah, [Hagen Grohe] has pipes.'

'"[5][6] The track "Do You Wonder", was originally written for Aerosmith's thirteenth studio album, Just Push Play, by Perry and frequent producer Marti Frederiksen, but was never finished.