Written by Mark Hollis and producer Tim Friese-Greene, the album combines elements of jazz and art pop in an effort by Hollis to embrace more organic instrumentation and production values.

[8] The album went on to become Talk Talk's greatest commercial success, spawning the hit singles "Life's What You Make It" and "Living in Another World" and reaching the Top 20 in numerous countries (topping the Dutch charts), including the UK, where it reached No.

Guests contributing to the album include Robbie McIntosh adding guitar, and Steve Winwood, who played organ on the hit "Living in Another World", alongside "Happiness is Easy" and "I Don't Believe in You".

[9] It did not quite match the sales of its predecessor in the United States but was nonetheless their last album to enter the Billboard 200, reaching number 58.

[19] All tracks are written by Tim Friese-Greene and Mark HollisCredits per album notes.