However, the writing sessions had Phillips in doubt as to whether his re-emergence as a recording artist in 1977 was at the right time, as his progressive style of music was becoming increasingly out of fashion.

During the preparation of the album's material, Phillips called upon producer and songwriter Rupert Hine and drummer Michael Giles to assist, both of whom had worked on Wise After the Event.

[1] Phillips was soon advised by Passport and his management to include guest vocalists as they deemed his songwriting ability strong enough, but figured other singers would benefit the material in a commercial sense.

Phillips was attracted to this idea as he lacked the confidence to handle all the lead vocals himself, and hired singers Dan Owen and Dale Newman, the latter once a member of the Genesis road crew.

[2] After completing a rough mix of "Catch You When You Fall", a proposed song for the album, Phillips was unsatisfied with the lyrics and left it off.

[3] In December 1978, after preparing a master copy, President Records manager Marty Scott suggested that some tracks would benefit from a remix or added instrumentation.

A final recording session was booked, whereby Collins played the saxophone on "Side Door" and the track was remixed, and "Um & Aargh" was changed.

[3] A final session took place at Pye Studios on 11 January 1979 where Morris Pert added percussion to "Lucy Will" and "Nightmare".

The instrumental version of "Magdalen", which appeared as bonus track at the end of the original CD issue, has been moved to the second disc of this release.