After touring his previous album No Earthly Connection in August 1976, Wakeman rejoined the progressive rock band Yes as they recorded Going for the One (1977) in Switzerland.

Several guest musicians play on the record, including Chris Squire and Alan White of Yes, percussionist Frank Ricotti, and comedian Bill Oddie on vocals.

The 1976 tour had barely broke even, and Wakeman fell into financial trouble which was partly down to tax payments he could no longer afford.

To combat this, he became a tax exile, recording No Earthly Connection in France, and entered tentative rehearsals for a new rock trio with drummer Bill Bruford and vocalist and bassist John Wetton.

He remembered White called him "some gynaecological term" as the music continually varied in pace and he had refused to use a click track due to his distaste of them.

[3] Wakeman was so pleased with Squire and White's performance that he wished to re-record and re-arrange some of his keyboard parts, but there were insufficient tracks left to use and no more budget.

[4] The final parts were put down by percussionist Frank Ricotti, who added timpani and tuned percussion, and comedian Bill Oddie of The Goodies fame, who provided a humorous, tongue-in-cheek lyric for "The Breathalyser".

[5] "Chamber of Horrors" is named after the exhibition at Madame Tussauds wax museum in London that contains waxworks of notorious murderers and other infamous figures.

"[4] "Birdman of Alcatraz" was the nickname of convicted American murderer Robert Stroud, who during his time at Leavenworth Penitentiary, reared and sold birds and became a respected ornithologist.

[8] In 2006, Hip-O Select Records issued 5,000 individually numbered CDs which marked the first time the album was released on CD outside Japan.

Despite calling it a "nearly" album and questioning whether it should have been recorded with The Six Wives of Henry VIII in mind, Wakeman said there were "some excellent all round performances".