The album was recorded at the IBC Studios, Portland Place, London between June 1965 and February 1966. Glyn Johns was the studio engineer. In 1966, the Small Faces became the eleventh biggest selling artists of the year.
Jimmy Winston was asked to leave after the band's second single "I've Got Mine" released on 5 November 1965 failed to make the charts. He still appears on many tracks on this album, including joint writing contributions to "It's Too Late" and providing keyboards and vocals on various tracks. Winston's replacement Ian McLagan appears on the album cover and plays on various tracks as well.
The Album was re-released on CD in 1997 by Deram Records. The new release included alternative versions of "Shake", "Come on Children", "What'cha Gonna Do About It", "Own Up Time" and "E Too D". In 2006 a "40th anniversary edition" with 23 tracks was released by Decca. Included were the Singles A-Sides and Singles B-Sides from that period, "What's A Matter Baby", I've Got Mine", "Grow Your Own", "Hey Girl" and "Almost Grown". In 2012, a 2-disc Deluxe Edition was released featuring outtakes, non-album singles and alternate versions and mixes, and the remastering and overall reissue was overseen by surviving band members Ian McLagan and Kenney Jones