It was their only album released after the early 1983 departure of lead singer Nick Heyward.

As a result, the band's percussionist, Marc Fox, assumed lead vocal duties.

The band's longtime drummer Blair Cunningham performs on the album, but was not listed as an official member.

Unlike the band's first album, Paint and Paint was not a commercial success and failed to chart, and none of the singles released from it reached the UK top 40.

All tracks written by Marc Fox, Les Nemes, Graham Jones and Phil Smith, except "Where Do You Run to Now?"