[2] Colomby claimed the band needed a new producer in order to achieve the commercial success they had been looking for, and eventually introduced the group to David Foster.

[3] “The sales technique was that ‘imagination creates reality,’ which it turns out, was a metaphor for someone like me, who grew up singing Beatles songs around the house dying to be in a band,” Waybill said in later interviews.

In the liner notes of the 2011 remaster, Brett Milano asserts that the band's approach to recording was "to make an album of memorable stand-alone songs; not a soundtrack for the live show."

Foster would often have input on the sound of the band's tracks, resulting in co-writing credits for "Amnesia", "Don't Want To Wait Anymore", and "Let's Make Some Noise".

Foster also had control over what songs were and weren't on the album, opting to cut the track "Sports Fans" among others (which would later become a live staple before being included on the 2011 remaster).

Lukather, Foster, Waybill, and The Tubes' drummer Prairie Prince reportedly recorded "Talk to Ya Later" in a single-day session, The title and hook was taken from engineer Humberto Gatica, who deflected the band's questions with the phrase.

The album was given a sleek, minimalist aesthetic, with the band only billed as "Tubes" on the front cover, which displayed only a T-shaped piece of PVC pipe casting a shadow on a blue background.

[11] The track is a spoken introduction (read by Fee Waybill) that preceded the non-album song "What's Wrong With Me" on the B-side of several regions' "Talk to Ya Later" single releases.

These tensions would result in the group fragmenting and temporarily disbanding in 1985 after Waybill's debut solo album and the failure of the Rundgren-produced Love Bomb.