It is Gentle Giant's first concept album, dealing with three childhood friends whose lives take them very different places. However, each of the three friends are not satisfied with their new lives and eventually reunite into a team to achieve their goals easier. It was also their first self-produced album. The two former albums were produced by David Bowie and T.Rex producer Tony Visconti.
The song "Schooldays" starts off with the sounds of a schoolyard playground in England. Ray Shulman told Songfacts about the song: "We started off using the sound effects of the schoolyard so it would be very nostalgic, and that's a whole song about being at school together, and how these friends went their own different ways. One goes into manual labour, one goes into clerical work, and one is an artist." 
For the US and Canadian releases, on Columbia Records, the album cover was changed to a modified version of the design from the self-titled UK debut Gentle Giant. The album title and band name were added over the forehead of the giant image and the colour tinting of the cover was changed.
The US CD edition on Columbia also has the marker for track 6 in the wrong place. On this version track number 5 ends early at 3:23 instead of 5:51 while incorrectly extending the length of track six from 3:04 to 5:32.