The sessions took place at Universal Recording Corporation in Chicago, where Bland and his backing band moved after a series of successful singles and albums.

The backing band was composed of Joe Scott and Melvin Jackson (trumpet), Pluma Davis (trombone), Robert Skinner and L. A. Hill (tenor saxophone), Rayfield Devers (baritone saxophone), Teddy Reynolds (piano), Clarence Holloman (guitar on some tracks, notably "I Don't Want No Woman," where Bobby Bland shouts, "Look out, Clarence!"

Moving to Chicago on August 3, 1960 to the Universal Studio, Don Robey suggested with arranger Joe Scott, who wrote most of Bland songs, to produce a third album.

Bland was backed by "a tight, well-rehearsed, bombastic, blues band", as biographer Charles Farley noted, consisting of Joe Scott and Melvin Jackson on trumpet, Pluma Davis on trombone, Robert Skinner and L. A. Hill on tenor saxophone, Rayfield Devers on baritone saxophone, Teddy Reynolds on piano, Wayne Bennett on guitar, Hamp Simmons on bass, and John "Jabo" Starks on drums.

The big band-like "Close to You" and "dirgelike blues" "How Does a Cheatin' Woman Feel", which was too similar to "I'll Take Care of You", were excluded from the album,[5] but included as bonus tracks on re-releases.

"[9] Geoff Brown commented in Mojo: "no song is wasted and hardly a note sounds false as Bland's blues-wearied voice, driven to anguished screams, grapples with the vicissitudes of life and love, his torment echoed and bolstered by Joe Scott’s memorable horn arrangements.