Having exhausted the standard voice/guitar folksong format by 1967, Baez collaborated with arranger-conductor Peter Schickele (with whom she'd worked on the 1966 Christmas album, Noël), on an album of orchestrated covers of mostly then-current pop and rock and roll songs.

Works by Donovan, Paul Simon, Tim Hardin, the Beatles, and Richard Fariña were included, as well as selections by Jacques Brel and Edgar Allan Poe.

The recording of "Children of Darkness" was a tribute to Baez's brother-in-law, novelist and musician Richard Fariña, who had been killed in a motorcycle accident a year earlier.

The 2003 Vanguard reissue contains two bonus tracks: "Oh, Had I a Golden Thread" and "Autumn Leaves", the latter sung entirely in French.

A candid photo taken during recording sessions while she was resting between songs was spun around so it looked as though she was sitting or standing upright.