The band was formed in 1973 by musician, songwriter, and producer Todd Rundgren who decided to expand his musical style by moving from pop-oriented rock towards progressive rock.

He assembled a six-piece group that featured three keyboardists and toured as a live act.

The album peaked at number 34 on the Billboard 200 and critical reaction towards it was mixed.

At almost an hour in length, the sound needed to be compressed in order to fit it onto one record, resulting in a decline in audio quality.

"Utopia" was recorded live in concert at the Fox Theatre in Atlanta, Georgia on April 25, 1974.