[5] After releasing their debut album, which consisted mostly of cover songs, the band intended to write some strong original new material; Dennis DeYoung was particularly in favor of this.

DeYoung had written a song by himself on an electric piano in the band's garage, and had originally intended for it to be on the first album.

Besides "Lady," the album contained some upbeat and prog rock songs, such as the rockers "You Need Love" and "I'm Gonna Make You Feel It," which were written by DeYoung and sung by James "JY" Young.

This is also the first album on which John Curulewski wrote and sang on two songs: the proggish, jazzy "A Day," which has an unusual sound for the band, and the boogie humor song "You Better Ask," whose outro features a snippet of "Strangers in the Night" on calliope organ and an evil laugh.

Side 2 opens with a DeYoung rendition of "Little Fugue in G" by Bach, played on pipe organ at a Chicago Cathedral, and segues into the mellow prog rocker "Father O.S.A."