After guitarist Steve Howe and keyboardist Rick Wakeman returned to the band in 1995, the group relocated to San Luis Obispo, California and started to write new material.

Keys to Ascension 2 features the remaining half of the live set from the 1996 shows and five new studio tracks including two which marked a return to the group writing long-form pieces.

A promotional North American tour was set to start in June 1997, but was cancelled after Wakeman departed from the band due to scheduling conflicts.

In mid-1995, guitarist Steve Howe and keyboardist Rick Wakeman returned to the group, which had also comprised lead vocalist Jon Anderson, bassist Chris Squire, and drummer Alan White.

The five assembled in San Luis Obispo, California to rehearse and record new studio material which included concerts at the city's Fremont Theater from 4–6 March 1996, the first live performance of this particular line-up since 1979.

[4] After promoting Keys to Ascension the group finalised the arrangements mainly from ideas that Anderson, Squire, and White had already put down and recorded the songs in November 1996.

[3] "Mind Drive" was originally a song that was rehearsed by the proposed supergroup XYZ featuring Squire, White, and guitarist Jimmy Page.

The original version of "Children of the Light" included a keyboard introduction written by Wakeman entitled "Lightning", but it was removed prior to the album's release.