[3] In November 1981, Van Zandt began recording the album at The Power Station, using musicians from the E Street Band, the Asbury Jukes and the Miami Horns.

Among the songs recorded at these sessions were "Inside of Me", "Princess of Little Italy" and "I've Been Waiting," the last of these originally written by Van Zandt for the Jukes album Hearts of Stone.

By Summer 1982, Van Zandt had recruited his own band, the Disciples of Soul, featuring drummer Dino Danelli and bassist Jean Beauvoir, and it was this line up that completed the album, recording "Under the Gun" and "Lyin' in a Bed of Fire".

Richie La Bamba, Mark Pender, Ed Manion and Stan Harrison from the original Disciples of Soul were part of the horn section.

The digital deluxe edition of the album was released on October 18, 2019 containing 10 bonus tracks, including the previously unknown studio outtake "Time".