The band recorded this as they were in the process of re-organizing. All the songs chosen were covers of current relatively well known pop and rock songs, The Yardbirds' "Still I'm Sad" being the most obscure. Mike Vickers had left and been replaced on guitar by bassist Tom McGuinness, who in turn was replaced on bass by Jack Bruce. Horn players Henry Lowther and Lyn Dobson took over the lead spot from singer Paul Jones, who was soon to quit the band. There is little evidence of Jones on the record. As with most of their other records, both albums and EPs of this era, the liner notes were written by Manfred Mann member Tom McGuinness.
