It was conceived as part of a project called No Commercial Potential, which produced three other albums: Lumpy Gravy, Cruising with Ruben & the Jets, and Uncle Meat.

We're Only in It for the Money encompasses rock, experimental music, and psychedelic rock, with orchestral segments deriving from the recording sessions for Lumpy Gravy, which was previously issued by Capitol Records as a solo instrumental album by bandleader/guitarist Frank Zappa and was subsequently reedited by Zappa and released by Verve; the reedited Lumpy Gravy was produced simultaneously with We're Only in It for the Money.

In 2005, We're Only in It for the Money was selected for preservation in the National Recording Registry by the United States' Library of Congress, who deemed it "culturally, historically, and aesthetically significant" and "a scathing satire on hippiedom and America's reactions to it".

While filming Uncle Meat, Frank Zappa recorded in New York City for a project called No Commercial Potential, which ended up producing four albums: We're Only in It for the Money; a revised version of Zappa's solo album Lumpy Gravy; Cruising with Ruben & the Jets; and Uncle Meat, which served as the soundtrack to the film of the same name, which finally saw a release in 1987, albeit in incomplete form.

All the material in the albums is organically related and if I had all the master tapes and I could take a razor blade and cut them apart and put it together again in a different order it still would make one piece of music you can listen to.

The working title was inspired by a series of performance the Mothers of Invention held at the Fillmore Auditorium, finishing a day prior to the recording session.

[7] The band returned to New York in the following week, where Zappa became acquainted to then Cream guitarist Eric Clapton during an acoustic guitar led jam at his home.

The band subsequently spent from April to June rehearsing and gigging locally in support of their previous album Absolutely Free, which released on May 26, 1967.

[8] Popular contemporaries such as guitarist Jimi Hendrix,[9] and singer-songwriter Essra Mohawk,[10] joined the Mothers of Invention during their New York shows.

[6] Gary Kellgren was hired as an engineer for the project, and subsequently wound up delivering whispered pieces of dialogue that linked segments of We're Only in It for the Money.

Zappa complied, but reversed the recording and included the backwards verse as part of the dialogue track "Hot Poop", concluding the album's first side,[12] but this would be removed by Verve themselves on subsequent represses of their own.

[15] While the Jimi Hendrix Experience occupied Mayfair Studios on July 19 and 20, to record "The Stars That Play with Laughing Sam's Dice", the band worked on and executed ideas for the cover art for We're Only in it for the Money.

[19] The Mothers of Invention halted work on September 22 to pursue what is considered to be their first European tour,[8] before returning to Apostolic Studios, also in New York, from October 3-8 in order to finish the album off, with final overdubs and mixing occurring.

Various people contributed to these sessions, including Eric Clapton, Rod Stewart and Tim Buckley, who Zappa became familiar with after a concert in December 1966.

[20][21] The "piano people" voices primarily consisted of Motorhead Sherwood, Roy Estrada, Spider Barbour, All-Night John (the manager of the studio) and Louis Cuneo, who was noted for his laugh, which sounded like a "psychotic turkey".

[11] Additionally, on "Let's Make the Water Turn Black", the line "and I still remember Mama, with her apron and her pad, feeding all the boys at Ed's Cafe" was removed.

"[23] In his lyrics for We're Only in It for the Money, Zappa speaks as a voice for "the freaks—imaginative outsiders who didn't fit comfortably into any group", according to AllMusic writer Steve Huey.

[26] Zappa's art director Cal Schenkel and Jerry Schatzberg photographed a collage for the album cover, which parodied the Beatles' Sgt.

Unlike the remix, this retained the censorship applied to "Concentration Moon," "Harry You're a Beast" and "Mother People" on the original releases.

[38] AllMusic writer Steve Huey wrote, "the music reveals itself as exceptionally strong, and Zappa's politics and satirical instinct have rarely been so focused and relevant, making We're Only in It for the Money quite possibly his greatest achievement.

"[22] Robert Christgau gave the album an A, writing, "With bohemia permanent and changed utterly, this early attack on its massification hasn't so much dated as found its context.