Following the departure of Jay Ferguson and Mark Andes in early 1971, Spirit recruited John Arliss (and later John Fine) on bass and resumed playing live shows in March 1971". Randy California, however, was also growing disenchanted in Spirit and left the band in July 1971, along with bassist John Fine.

Randy spent much of his time afterwards in jam sessions with various musicians in Topanga Canyon clubs, particularly a club known as The Corral. Some of the musicians who appeared in these jam sessions, along with Noel Redding (under the pseudonym 'Clit McTorius'), Leslie Sampson (the drummer from Noel's band Road, under the pseudonym 'Henry Manchovitz') and Ed Cassidy (as 'Cass Strange'), would end up working with Randy when he started recording solo material in 1972.

The resulting album featured numerous covers of the works of contemporary acts such as the Beatles and James Brown, with less emphasis upon original material by Randy.

The album was also heavily influenced by the death of Jimi Hendrix in 1970, who had been friends with Randy since they played together in Jimmy James and the Blue Flames.