The follow-up to Oranges & Lemons (1989), Nonsuch is a relatively less immediate and more restrained sounding album, carrying the band's psychedelic influences into new musical styles, and displaying a particular interest in orchestral arrangements.

Produced by Gus Dudgeon, 13 of the album's 17 tracks were written by guitarist/leader Andy Partridge, with the rest by bassist Colin Moulding, while Dave Mattacks of Fairport Convention was recruited on drums.

The cover depicts an illustration of the former Nonsuch Palace, chosen after the band had settled on the title "nonesuch", which Partridge felt summed up the album's variety of music.

After the band's double album Oranges & Lemons (1989) was released to acclaim from music critics and modest commercial success, XTC took a short break.

Band leader Andy Partridge produced And Love For All (1989), the second album by The Lilac Time, while also compering for an unbroadcast children's game show named Matchmakers,[1] and Dave Gregory played for Johnny Hates Jazz, Marc Almond and Francesco Messina whilst also producing for Cud, while Colin Moulding performed a special event concert with David Marx and the Refugees, a Swindon-based band that reunited him with former XTC member Barry Andrews.

[7] When Dudgeon arrived in the studio and Partridge saw his attire and expensive lifestyle, he felt "he was wrong [for the job], but by that time it was difficult to go back.

[4] During recording of the album, Moulding and Gregory "found themselves working at a car rental spot to sustain themselves between royalty checks.

[7] The detailed sound of Nonsuch retains parts of the psychedelic flourishes that defined the band's late 1980s work, except here "integrated into an elaborate, lush pop setting that falls somewhere between Skylarking and Oranges & Lemons," according to critic Stephen Thomas Erlewine of AllMusic.

"[18] Noting the album's eclecticism, music critic Greg Kot considered the album "a mix of Broadway pomp, McCartneyesque sing-song, lilting melodies, delightful odes to everyday pleasures and humbling introspection,"[19] while T.J. McGrath of Dirty Linen said Nonsuch "studiously explores jazz-fusion ("That Wave"), folk-rock ("Then She Appeared"), soundtrack muzak ("Bungalow"), cowboy punk ("Crocodile"), psychedelic-power swirl ("Humble Daisy"), and classical sad ballad ("Rook").

[23] Blogger Roger Friedman of Details noted lyrical content ranging from book burning, the Gulf War and P.T.

"[29] Mattacks used one of 50 special snare drums he owned for the song, while Gregory incorporates numerous subtle guitar arpeggios and a Hammond organ-based bridge.

"[30] Written by Moulding, "The Smartest Monkeys" was described by Johan Kugelberg of Spin as "the kind of social commentary that can only be born in a pub,"[27] and features jangley guitars.

[34] Vox called it a powerful picture of "alienation verging on madness",[25] while Isler said that, "with impressionistic piano block chords and yearning, dreamy lyric, it is simply an art song.

"[5] "Then She Appeared" originated when Partridge wrote it as a Dukes of Stratosphear-style track, intending to release as one of two songs on a seven-inch flexidisc covermount into a music magazine while using a secret pseudonym preporting to be an unknown 1960s band, sharing musical similarities with the other track, "Goodbye Humanosaurus", which the band rehearsed for Nonsuch but ultimately did not use.

[26] Moulding wrote "Bungalow" and described its musical style as being "[v]ery seaside-y and cheesy organ, like something a cruddy trio in [a] holiday camp might play.

[5] An anti-censorship song, "Books are Burning" was inspired by the G–E7/A♭ chord change from the Beach Boys' "I Get Around" (1964)[41] while the lyrics were based on Salman Rushdie and the religious controversy surrounding his work.

I then discovered it was the most marvellous castle ever, covered with gold, sculptures and paints, it looked like a fairy tale's wedding cake.

You got roses in there, you got nettles, you got common daisies, you got the most exotic orchids, and how the hell do you wrap them all up and present them so that people are going to be able to accept it as a whole thing?

The album was promoted with music magazine advertisements that featured joke quotes such as "George Bush doesn't get it", "David Duke thinks it contains communist codes" and "William Kennedy Smith just wants to know if it gets chicks hot.

Too lovely for college radio, too challenging for legions of baby boomers unwilling to progress, XTC has built itself a very gorgeous golden cage.

"[62] Entertainment Weekly's Bill Wyman called the album a "kaleidoscopic, highly intelligent collection of off-kilter pop craft that goes on a bit too long.

"[57] David Hepworth of Q wrote that "Nonsuch contains 17 dense, melodic, intelligent and occasionally irritating pop songs," while commenting that "[t]he level of XTC's invention is evidenced by the arrangements of the guitars and the layers of backing vocals."

[63] Colin Larkin rated the album five stars out of five in The Encyclopedia of Popular Music,[56] and ranked "The Ballad of Peter Pumpkinhead" at number 85 in his list of the 100 best singles ever.

[56] Among retrospective reviews, Oregano Rathbone of Record Collector gave the album a perfect score, calling it "a paragon of peerless songwriting and enchanted, inimitable musicianship.

"[16] David Quantick of Q reflected that the album was "very much malt XTC, a fine blend of all their various styles matured to an extraordinary refinement.

"[64] Writing in 2014, Nick Reed of The Quietus wrote that Nonsuch is "refreshingly more restrained than Oranges & Lemons was, and holds up a lot better today."

"[13] Conversely, The Chicago Reader's J.R. Jones dismissed it as "downright awful, and its album cover, a two-dimensional drawing of a Tudor palace, is an apt illustration for its opaque sound.

"[4] According to The Boston Globe writer Jim Sullivan, although Partridge was pleased with the acclaim the album received, he remained modest about its success.

"[69] New 2.0 stereo and 5.1 surround sound mixes from the original Nonsuch multitracks by Steven Wilson were released by Partridge's label Ape Records on 4 November 2013.

[71] All tracks are written by Andy Partridge, except where notedThe following discounts the alternate 2.0 stereo, 5.1 surround sound, and instrumental mixes included in this edition (each of which duplicate the above running order) as well as the bonus videos.