Richard Manuel had recently expressed interest in writing new material for the group,[1] and had written "Breaking New Ground" with Gerry Goffin and Carole King.

The group hired fellow Hawks member Stan Szelest to replace Manuel on keyboards, and proceeded to record new material with songwriter Jules Shear.

Without Manuel or Robbie Robertson as songwriters, the group relied mostly on outside sources, such as Muddy Waters, Willie Dixon, Bruce Springsteen, and their friends Bob Dylan and Artie Traum.

The album was finally completed in 1993, with new members Richard Bell, Randy Ciarlante and Jim Weider on keyboards, second drums and lead guitar respectively.

[4] The album cover is a painting by Peter Max of the "Big Pink" house in West Saugerties, New York, where Bob Dylan and the Band recorded music during the mid to late 1960s.