Before recording sessions for the album began, Chris Hillman fired Gram Parsons from the band, leaving Hillman and "Sneaky" Pete Kleinow as the only original continuing members.

In Parsons' place, the band hired a young unknown musician named Rick Roberts,[3] who later was the primary lead singer of Firefall.

Guitarist Bernie Leadon would also leave the band shortly after the album's release, going on to co-found the Eagles.

With Jim Dickson again the producer, assisted by Bob Hughes, the group developed original pieces mainly from Chris Hillman and Rick Roberts, along with a revisitation of a Bob Dylan composition.

Following the release of the album, further personnel changes occurred including Kleinow departing to focus solely on session recordings.