
Most of the album was recorded following the February 1966 departure of the band's principal songwriter Gene Clark.

The 5th Dimension were the featured act of a July 28, 1969, CBS broadcast of highlights from the Harlem Cultural Festival, the "Black Woodstock" gathering in Mount Morris Park that drew 300,000 festival attendees over six shows. Like its predecessor, Turn! In an attempt to compensate for Clark's absence, guitarists Jim McGuinn and David Crosby stepped into the breach and increased their songwriting output. In 1964, they came to the attention of Ray Charles, who took them on tour with him the following year. Stream ad-free with Amazon Music Unlimited on mobile, desktop, and tablet. However, internal disagreements caused Elston to go his own way, eventually leading to his forming the Friends of Distinction, with latter day Hi-Fis member, Floyd Butler.
