The album largely consists of Frippertronics, overlaid notes on distorted guitar fed through a very long delay building up a heavily layered effect, much of the work being performed by improvisation. On this album, the effect was modified in what Fripp described as "Discotronics", adding a solid drum beat to create a dancier sound. The original planned title for the album was "Music for Sports", but Fripp eventually decided to choose a title unconnected from colleague Brian Eno's "Music for..." album series.
The guitar loops for the five tracks were recorded live in concert during 1979, with drum and bass parts added later that year by Buster Jones (bass) and Paul Duskin (drums). All of the tracks are instrumental, bar "Under Heavy Manners", which features words half recited, half sung by "Absalm el Habib" (actually David Byrne).
The track "God Save the Queen" bears little resemblance to the British national anthem, although it is based on the opening notes of that tune. It was inspired by a comment from an audience member that - as the performance was taking place on the tenth anniversary of the Woodstock festival, Fripp should reprise Jimi Hendrix's performance of The Star Spangled Banner.