The album was self-produced by Material, and was recorded by Martin Bisi in Brooklyn and Robert Musso in Manhattan.

[4] The album sees the band reduced to a duo of keyboardist Michael Beinhorn and bassist Bill Laswell, collaborating with different musicians and singers on each track.

Whitney Houston made her recording debut as a lead vocalist on this album, for a version of the song "Memories".

"Memories" featured vocals by Whitney Houston accompanied by Archie Shepp on tenor saxophone.

The song was written by Hugh Hopper and originally recorded by The Wilde Flowers with vocals by Robert Wyatt.