The album was recorded following the unwilling split of Belew's mid-1980s band The Bears, which dissolved due to a lack of record company support (following which Belew managed to secure a solo deal). Belew recorded the majority of the album by himself, making use of his own multi-instrumental abilities and his ability to create assorted sonic and instrumental impressions via processed guitar sound. The album also features a prominent use of piano, an instrument on which Belew was not particularly confident but which he applied to many songs which he believed required it.
The album features Belew's second duet with his daughter Audie, with whom he had previously recorded the piano-and-guitar duet 'The Final Rhino' on his Lone Rhino album in late 1981 (when Audie was four). This time, Belew wrote a humorous father-and-daughter pop duet for himself and the now-eleven-year-old Audie to sing, poking gentle fun at Belew's own pop ambitions and career to date. The song, 'Oh Daddy' was released as a single and became a hit: the video clip featured Belew playing the rubber-necked guitar prop which he'd previously employed for the Home of the Brave project with Laurie Anderson.