Dale Ashby was engineer and mixer, assisted by Don Pulse and Ken Robertson.

The album documents Nyro's first full-band tour, with her playing guitar, piano, and other keyboards, backed by a group of musicians including John Tropea on guitar and Richard Davis on bass.

The atmosphere of the album is laidback, smooth, and jazz-inspired, musically similar to the explorations on Smile.

Nyro re-arranged many songs to fit her new band's sound, such as slowing down "Sweet Blindness" or making "And When I Die" funkier.

The album was originally intended to be a double-LP set consisting of 16 songs, and this version was sent to some outlets as a promotional copy and as a Japanese import.