King Crimson's previous album, Larks' Tongues in Aspic (on which they had moved decisively away from a more traditional progressive rock sound drawing on American jazz, and towards the influence of European free improvisation),[3][4] had been recorded by a quintet lineup including percussionist Jamie Muir.

Early in 1973, Muir abruptly left the band, ostensibly due to an onstage injury, but in fact to retire from music and join a monastery (something that was not communicated to his bandmates at that time).

"Trio", "Starless and Bible Black" and "Fracture", the last of which Robert Fripp has cited as one of the most difficult pieces he has ever played, were recorded live at the Concertgebouw in Amsterdam.

[8] "Trio" was later included on the 1975 compilation album A Young Person's Guide to King Crimson, the performance credits of which cite Bruford's contribution to the piece as "admirable restraint.

"The Great Deceiver" refers to Satan and is an ironic comment on commercialism; Fripp contributed the line "cigarettes, ice cream, figurines of the Virgin Mary" after seeing souvenirs being marketed in Vatican City.

[11] "The Mincer" has more ambiguous lyrics, though lines such as "fingers reaching, linger shrieking", "you're all alone, baby's breathing", and the song's title could be references to a home invader or killer.

Rolling Stone called the album "as stunningly powerful as In the Court of the Crimson King", particularly praising the performances of Bruford and Cross and the variety of tones and lengthy instrumental improvisations particularly impressive.