"Blinded by the Light", which reached number one on the Billboard Hot 100,[11] is a cover version of a song by Bruce Springsteen;[11] "Questions" is based on the main theme of Franz Schubert's Impromptu in G flat Major (1827);[12] "Starbird" takes its theme from Igor Stravinsky's ballet The Firebird (1910); and "The Road to Babylon" is based on the canon "By the Waters of Babylon" by Philip Hayes.

This album marked the arrival of vocalist/guitarist Chris Hamlet Thompson, and Dave Flett who replaced longtime guitarist/vocalist/composer Mick Rogers.

The instrumental track "Waiter, There's a Yawn in My Ear" is based on a live recording (with studio overdubs added later).

Its main riff is taken from the Manfred Mann Chapter Three track "Fish", which was recorded for their abandoned third album.

The original, shown here, and a reissue from 1977 with a blue cover which included "Spirit In The Night", another Springsteen song which had previously been released on Nightingales & Bombers and was now re-recorded with Chris Thompson taking lead vocals, in between "The Road to Babylon" and "This Side of Paradise".