The album consists of a recording of a live performance of the band at the Agora Theatre and Ballroom in Cleveland, Ohio, which had been taped for broadcast on Cleveland radio station WMMS.

In late 1976, the Dwight Twilley Band was sent on a midwestern promotional tour by Shelter Records and its new distribution partner Arista Records, in an effort to gain exposure for the band, which had been idled by the collapse of Shelter.

At the time, the Cleveland Agora was located underneath Agency Recording Studios, and professional-quality recordings were made of many of the live concerts, using Agency's equipment, for radio rebroadcast.

The tape of this concert was later edited for national broadcast on the King Biscuit Flower Hour, but it was not released commercially for over three decades.

The band on this tour consisted of Dwight Twilley (guitar, keyboards, lead and harmony vocals), Phil Seymour (drums, percussion, lead and harmony vocals) and Bill Pitcock IV (lead guitar), with backing musicians including Bingo Sloan (bass) and Rob Armstrong (drums).