It was recorded live on August 7, 1971, in Pauley Pavilion on the campus of UCLA in Los Angeles.

A notable inclusion on this album is "Billy the Mountain", Frank Zappa's long, narrative parody of rock operas, which were gaining popularity at that time.

Originally planned for release as a double LP with solos from "Studebaker Hoch" and "The Subcutaneous Peril" taking up most of the second LP in addition to parts of "Billy the Mountain" itself,[3] and often overlooked by reviewers, this album marks an important period in the band's career which was soon ended by Zappa's severe injuries after being pushed off a stage.

refers to Edward Nalbandian, while "The Subcutaneous Peril", which ultimately became an outtake from the album, would later appear, in an edited form, on Finer Moments (2012) instead.

[3] All songs written, composed and arranged by Frank Zappa except where noted.