In March 1968, Rod Argent, Chris White, and Hugh Grundy began working on material for a possible new band when they were approached by CBS to do another Zombies album.

This three-man lineup recorded one composition, "Conversation Off Floral Street", before Chris White, wishing to retain only his role as a songwriter, was replaced on bass by Jim Rodford.

Rick Birkett briefly joined the band on guitar, but this lineup only recorded a few sessions which did not make the album.

[2]: 39 By late 1968, Birkett and Grundy had left the band, to be replaced by Russ Ballard and Bob Henrit respectively.

[2]: 41-42  Side B was composed of old out-takes and demos that were overdubbed and enhanced in sessions at Morgan Studios in London.