The following year, former Mudcrutch members Petty, Mike Campbell, and Benmont Tench formed the core of a new band, the Heartbreakers.

This incarnation of Mudcrutch issued a locally distributed single ("Up In Mississippi"/"Cause Is Understood") in 1971, with Petty writing and singing both songs.

Mudcrutch became locally popular and regularly played gigs from central Florida to southern Georgia.

[3] In 1974, the members of Mudcrutch decided to relocate to Los Angeles to try to sign with a major record label.

After Danny Roberts left the group, Petty invited Charlie Souza to take over on bass guitar and the band continued recording in Leon Russell's Tulsa studio, and later at his Encino, California, home.

Discouraged by the group's lack of success, the record company broke up Mudcrutch in late 1975, keeping only Petty under contract.

Several months later, Petty regrouped with former Mudcrutch members Mike Campbell and Benmont Tench to form the Heartbreakers along with fellow Gainesville natives Stan Lynch (drums) and Ron Blair (bass).

The group was originally going to begin work on the album in January of that year, but things were pushed back eight months due to medical issues that rhythm guitarist Tom Leadon was experiencing.