The songs on the album were recorded with Taylor's band The Flying Machine in a late 1966 three-hour session in New York City's Select Sound Studios.

[5] They were produced by Chip Taylor, who had been involved in some recent pop hits, and Al Gorgoni, who also added harpsichord to the band's sound.

Flying Machine member Danny Kortchmar was not pleased, saying "The people involved wouldn't spring for the money for a whole album of James' songs [in 1967].

So it seemed terrible years later when the same people put out the Flying Machine album of those few sessions."

The sessions were re-released by Gadfly Records, with additional short intros and two remixes, in 1996.