Following the limited commercial success of the Electric Prunes' previous album, Underground, the band's manager Lenny Poncher and their producer Dave Hassinger, whose company owned the rights to the band name, agreed with Reprise Records that their third album would be written and arranged by David Axelrod, a classically trained musician.

When the existing band – singer James Lowe, guitarists Ken Williams and Mike Gannon, bassist Mark Tulin, and drummer Michael "Quint" Weakley – came to record the album, it became apparent that the complex arrangements largely outstripped the band's ability to perform them to the standards expected by Axelrod, or within the time set aside for recording.

Although Lowe, Tulin (the only band member who could read music) and Weakley appeared on all the tracks, and Williams and Gannon also appeared on the first three tracks ("Kyrie Eleison", "Gloria" and "Credo"), the album was finished by studio musicians working with engineer Richie Podolor on guitar, and a Canadian group, the Collectors.

Not long into the first number, boos and taunts were overpowering the band's music, followed by much of the young audience heading for the exits.

'[5]An eerie version of the opening track, "Kyrie Eleison", became somewhat of an underground favorite when it appeared in the soundtrack for the counterculture film, Easy Rider.