The album features the summer/fall 1974 lineup of the Mothers of Invention, with keyboardist/vocalist George Duke, drummer Chester Thompson, percussionist Ruth Underwood, bass guitarist Tom Fowler and saxophonist/vocalist Napoleon Murphy Brock.

“Can’t Afford No Shoes” features bassist James Youman, who temporarily joined when Fowler broke his hand while on tour (an incident referenced by Zappa in the credits).

The basic tracks of this piece originated from a TV recording at the KCET studios in Los Angeles on August 27, 1974, while the guitar solo came from a concert in Helsinki on September 22 or 23, 1974.

Johnny "Guitar" Watson, one of Zappa's musical heroes, guests on two tracks ("flambé" vocals on the out-choruses of "San Ber'dino" and "Andy").

From comments Zappa made in radio interviews in April 1975, it seems likely that the unreleased next album would have included "Greggery Peccary," which first appeared three years later on Studio Tan.