John Etheridge replaced Allan Holdsworth on guitar shortly after the release of the previous album, Bundles, and Alan Wakeman, cousin of Yes keyboardist Rick Wakeman, took over saxophone duties from Karl Jenkins.

During the recording of the album, the group's last remaining original member, Mike Ratledge, left the band.

In 2019, Etheridge told Ed Masley that: We came to record the album and Mike Ratledge never showed up.

And I think the thought of making the album was the final straw, so he didn't show up.

[2] Two tracks recorded during the early sessions with Ratledge were included on the album.