After 10 albums with Procol Harum, lead singer, composer, and keyboard player Gary Brooker launched his solo career with this album. Of course, there were Brooker's familiar characteristics – the steady piano work, the butterscotch soul voice. But he switched lyric partners for this set (except for the title track), trading longtime Procol wordsmith Keith Reid for Pete Sinfield, who had performed the same function for Procol contemporaries King Crimson and Emerson, Lake and Palmer. Brooker also tried a couple of tunes by Stiff Records pub-rocker Mickey Jupp (Jupp's versions are better) and Murray Head's "Say It Ain't So, Joe" (Roger Daltrey's version is better). The result was a varied set that succeeded in sounding like something other than Procol Harum's 11th album, although it did not demonstrate that Gary Brooker solo was going to be an improvement over the group.

Gary Brooker wrote music and lyrics for all the songs on his second album and acted as his own producer, resulting in perhaps his most personal statement as an artist. Unlike No More Fear Of Flying, on which he sometimes just seemed to be the singer on his own record, here Brooker delivered his songs with feeling, enabling him to overcome the star power of his backup musicians, who included Eric Clapton, George Harrison, and Phil Collins. This was partly because Brooker no longer felt the need to separate himself from The Procol Harum sound that was so much a part of his natural musical identity. Brooker's lyrics weren't as philosophical as longtime writing partner Keith Reid's, but they could be just as intriguingly oblique.