In a 2002 interview, Levon Helm described the reasoning for recording an album of covers: "That was all we could do at the time. We couldn't get along—we all knew that fairness was a bunch of shit. We all knew we were getting screwed, so we couldn't sit down and create no more music. 'Up on Cripple Creek' and all that stuff was over—all that collaboration was over, and that type of song was all we could do."
The original idea had been to replicate the group's setlists of the mid-'60s when they had been known as Levon and the Hawks, playing clubs throughout Canada and the US. Of the ten tracks, only one, "Share Your Love (With Me)" had been performed by the group in the mid-'60s. The rest were merely tracks the group admired, two of them, "Holy Cow" and "A Change Is Gonna Come", chronologically coming after the group's club days.
Rhapsody praised the album, calling it one of their favorite cover albums.