Recording sessions for the album took place at Sigma Sound Studios and Electric Lady Studios in New York City, and at Record Plant in Los Angeles.

Production was handled by Ayers himself with co-production by Edwin Birdsong and William Allen.

The album features contributions from singers Dee Dee Bridgewater and Sylvia Cox, keyboardist Philip Woo, guitarists Calvin Banks, Chuck Anthony, Glenn Jeffrey and James Mason, drummer Steve Cobb, percussionist Chano O'Ferral, saxophonist Justo Almario, and trumpeter John Mosley.

The Bay State Banner wrote: "Nearly every song parodies a popular soul act.

Some even verge on insult—all in fun, of course—and thus Natalie Cole's Aretha-isms, Earth Wind and Fire's sometimes humorless pep-talks, and the Isley Brothers' conservative rock 'n rhythm (in 'Cincinnati Growl') all get their turn for musical pie-in-the-face.