Although the album was credited to T. Rex, all the recordings (as well as the cover shot) were done when they still were Tyrannosaurus Rex, with the two-man lineup of singer/songwriter/guitarist Marc Bolan and percussionist Mickey Finn, although producer Tony Visconti played bass and recorder on a couple of tracks.
The album continued in the vein of the duo's previous album A Beard of Stars, with an even further emphasis on an electric rock sound and the addition of strings on several tracks.