Three of its members, Paul Kantner, Grace Slick, and David Freiberg collaborated on the album Baron von Tollbooth & the Chrome Nun, which was released in May 1973 and, like the previous Kantner/Slick collaborations Blows Against the Empire and Sunfighter featured a host of guest stars from other West Coast acts like the Grateful Dead, Crosby, Stills, Nash & Young, and The Flying Burrito Brothers.

[1] All the members who would form Jefferson Starship in 1974 performed on the album except for Papa John Creach, along with guests David Crosby, Gary Duncan, Jack Casady and famed jazz double bassist Ron Carter.

"[2] Slick eventually began an affair with Matthews, and despite her erratic behavior he concluded that he enjoyed the entire time in the studio making the album.

Side one of the album opens with "Jay", a soft flamenco-influenced piece based on music Grace had written back in 1965 for a student film made by her first husband Jerry at SFSU, with nonsense words meant to sound like Spanish.

[2] The second track, "Theme From The Movie Manhole", is a fifteen-minute, multi-sectional symphonic rock composition incorporating an even stronger Spanish influence and real lines sung in the language; according to Matthews, Slick would wait until six in the morning when the Mexican janitor appeared and then ask him to translate her words while he emptied garbage cans.

[2] Ultimately, the song's massive arrangement also featured herself on piano (with a left hand part she credited to her father Ivan), Craig Chaquico on lead guitar, Peter Kaukonen on mandolin, Kantner, Crosby and Freiberg on vocals, and both Jack Casady and Ron Carter on bass.

As with the title track, the orchestral additions were arranged by Schuster and recorded at Olympic in London along with a line of eight bagpipes,[1] the multi-sectional piece eventually climaxing on a lengthy Chaquico guitar solo.

The album also came packaged with an extensive booklet featuring psychedelic artwork, song lyrics, newspaper cut-outs, rambling prose, and a fictional ad for a "Grunt Record Eating Contest" which promised that "Nixon himself will present the awards by remote control from wherever he is at the time.