The album was recorded over a three to four-week period for approximately $18,000, with most funding coming from the PolyGram Group in Baarn, the Netherlands, on the basis of hearing an eight-song demo tape assembled by production team Cashman & West.

Kupps urged label head Jay Lasker to sign Croce after hearing cuts from a cassette tape of the finished album.

Due to the strong performance of the posthumous single release "Time in a Bottle" (#1 pop, No.

The lyrics of the title track concern the fate of a 'pool-shooting son-of-a-gun' by the name of 'Big' Jim Walker when his 'mark', Willie 'Slim' McCoy, from South Alabama, shows up to get a refund from being hustled or get revenge.

However, after the song ends with Jim being thoroughly thrashed by his victim ("he'd been cut 'n 'bout a hundred places/ and he'd been shot in a couple more"), the chorus now goes, "You don't mess around with Slim."