Charles Miller (saxophone) left after recording one song, replaced by Pat Rizzo (ex Sly and the Family Stone) who is credited with playing "horns".

Another new member was Ron Hammon on drums; the group now had three drummers, the others being Harold Brown and Papa Dee Allen (on congas).

The album was produced by Jerry Goldstein, Lonnie Jordan, and Howard Scott.

The song "I'll take care of you" is used in film Youngblood as an instrumental and isn't on the soundtrack.

As was the case in the previous album, the back cover shows songs in a different order from their actual appearance.