Lukather came about after Toto had been recording and playing for eleven years and the band consensus was to take a break. Since Lukather had a number of songs written that did not appear on Toto albums, he decided to pursue a solo album. His intention was to present a dimension of his musical work that fans would not be familiar with, and he collaborated with many notable musicians. Among the people involved in Lukather were Eddie Van Halen, Steve Stevens, Richard Marx, Jan Hammer, and fellow Toto members Jeff Porcaro and David Paich. Lukather has stated that the album is produced in a very simple manner and that one can hear a lot of ambient studio noise such as counting off on various tracks. He also credits bands Pink Floyd, Cream, Led Zeppelin, and guitarists Jimi Hendrix, David Gilmour, Jeff Beck, and Eric Clapton as influences on the album. Much of the material was debuted live in late 1988 when Lukather did a number of solo live dates in the Los Angeles area while the album was being recorded.