The group's sound had been radically altered from the first album, pushing much further in a complex prog and jazz-fusion direction with Hugh's brother Brian Hopper guesting on soprano and tenor saxophones.

Multi-sectional suites like "Rivmic Melodies" and "Esther's Nose Job" rely on complex time signatures, Dadaist humour, short spoken word interludes, and Wyatt's idiosyncratic vocals which were often put through heavy echo delay.

The title of the closing suite, "Esther's Nose Job", is derived from a chapter in Thomas Pynchon's novel V. After guesting on the album, Brian Hopper joined Soft Machine as a fourth member for a few months later in 1969.

Melody Maker gave the album a strong review upon release, calling it "little short of brilliant for much of its length", noting that "they are capable of handling a 7/4 time signature so well that you don't notice it's 7/4".

[1] A feature for Record Mirror noted that the band's influences ranged from Ornette Coleman, Don Ellis, Hindemith and Bartok along with electronic sounds.