[5] It was recorded at Boston co-founder Tom Scholz's Hideaway Studio over a long, strained, six-year period "between floods and power failures".

The first track and lead single, "Amanda", became a number one hit and one of the group's best known songs.

It is the first Boston LP with electronic drum samples, the first to include songs not written by either Scholz or Brad Delp, the first Boston LP without original members Barry Goudreau, Sib Hashian and Fran Sheehan (though Hashian played drums on four tracks and Sheehan was included in the early recording session and received a writing credit).

Critics have noted that the album has a darker, more somber tone than Boston's previous work.

All tracks are written by Tom Scholz, except where notedAdapted from Third Stage liner notes.