The album was released by Reprise without Rapp's approval or knowledge. According to Rapp , Reprise wanted to issue an album of the best songs from his Pearls Before Swine recordings, and he went into Brooks Arthur's 914 Studios in New York City, with musicians Robbie Merkin (piano), David Wolfert (guitar) and Morrie Brown (bass), to work up ideas for re-recording some of the songs in a new way. Although some of the ideas succeeded, he felt that others needed more work, and the album was put on hold. However, his manager, who (rather than Rapp himself) held the contract with Reprise, passed the tapes to the record company, and later disappeared. Rapp only discovered that the record had been issued when he came upon it in a record store. Not surprisingly, he subsequently disowned the album, but was actively involved when it was reissued on CD in 2004.
The album eschews the atmospheric, sometimes psychedelic, arrangements of the Pearls Before Swine records for a more orthodox rock sound. It contains two songs, "Grace Street" and "Charley And The Lady", not available elsewhere. Although most critics have disregarded the album because of its contentious origins, Rapp himself has commented favourably on the quality of the musicianship and on some of the song treatments.