After terminating the first run of King Crimson in 1974, Fripp decamped in 1977 to the Hell's Kitchen neighbourhood of New York City. New York was then a centre of punk rock and what would come to be known as new wave, and Fripp dived in to the scene, playing and recording with Blondie and the Roche sisters, absorbing the sounds of the active downtown music scene. He envisioned a new approach, and incorporated elements of these NYC experiences into his current palette, including "Frippertronics", the tape loop techniques he had developed with Brian Eno.
Originally, Fripp envisioned Exposure as the third part of a simultaneous trilogy also comprising Daryl Hall's Sacred Songs and Peter Gabriel's second album aka Scratch, both of which Fripp contributed to and produced. Hall's management and label resisted the project, fearing the music would damage Hall's commercial appeal, insisting as well that Exposure be equally credited to Hall, initially Fripp's main vocalist. Fripp instead used only two Hall vocals on his album, substituting Peter Hammill and Terre Roche in various places.
The trilogy did not work out quite as intended, although all three albums eventually appeared in the marketplace. The song "Urban Landscape" appears on the Hall album as well, in addition to "NYCNY" (which is "I May Not Have Had Enough of Me but I've Had Enough of You" with different lyrics written by Hall). The Gabriel record also features a version of "Exposure". "Here Comes the Flood" had previously appeared with orchestral arrangement on Gabriel's first album but Gabriel disliked the production, and created a far simpler rendition of the song for Exposure. As dedication, Fripp stated in the liner notes that Exposure "is indebted to all those who took part in the hazardous series of events culminating in this record, and several who do not appear but who helped determine the final shape: Tim Cappella, Alirio Lima, Ian McDonald and John Wetton".
The album was remixed in 1983, and this second "definitive edition" was released in 1985 featuring some alternate takes. In 2006, a 24-bittwo-discremaster appeared on Fripp's Discipline Global Mobile label. One disc contained the original 1979 album, and the second disc contained a third version of Exposure with bonus tracks. The "definitive edition" version of "Chicago" is not included on the 2006 version, however the bonus track of the song on disc two is mostly identical to the definitive edition version with minor variants.[better source needed] A facsimile of that second edition can be created by programming the contents of the second disc as 1-2-3-20-5-21-22-8-9-10-11-12-13-14-15-16-17. There was also a version of "Water Music II" that ran more than 6 minutes. On the 1985 remix, the vinyl label lists the song at 6:10 while there are CD versions that list the song at 6:24. Adding further confusion, many CDs that list the song at 6:24 on the tracklist actually contain the edited 3:52 version. That 6-minute plus version is on some early CD versions, but since the catalogue numbers are the same, finding one remains problematic. It is not on the 2006 remaster, even though it contains the remixed version (it runs 3:55).
Daryl Hall — vocals on "Preface", "You Burn Me Up", "North Star", "Disengage II", "Chicago" disc two, "New York" disc two, "Exposure" bonus track, "Mary" bonus track; piano on "You Burn Me Up" and "Chicago"
Terre Roche — vocals on "Mary", "Exposure", "I've Had Enough of You", "Chicago" bonus track
Peter Hammill — vocals on "Disengage", "Chicago", "I've Had Enough of You", "Disengage" bonus track, "Chicago" bonus track
Peter Gabriel — vocals and piano on "Here Comes the Flood"; voice on "Preface"
Brian Eno — synthesizer on "North Star", "Here Comes the Flood" voice on "Preface", "Postscript"