Unlike the band's debut album, which had been recorded fairly quickly during the summer of 1966, recording for this album took place over a protracted nine-month span during 1967. Several factors may have contributed to this, including that bassist Bruce Palmer had been deported in January and had re-entered the United States illegally to continue working with the band, and guitarist Neil Young had quit and rejoined the group on several occasions, notably absent for the band's appearance at the famed Monterey Pop Festival where David Crosby substituted in his place at the request of guitarist Stephen Stills.
The album features the first recordings of songs written by guitarist Richie Furay, who had not contributed any material to the band's debut album. Also unlike the previous record, which had been recorded in its entirety by the band proper, session musicians appeared on various tracks as indicated on the album's inner sleeve. Palmer's deportation issues necessitated the contributions of outside bass players. During one of the times that Young had left the band, he had booked a studio to record "Expecting to Fly," with the outside musicians under the impression it was for a Neil Young solo project rather than for Buffalo Springfield.Phil SpectorWrecking Crew associate Jack Nitzsche provided the musical arrangements for "Expecting to Fly"; it does not feature any members of the Springfield. Nitzsche would continue to work with Young through the early 1970s on both his solo debut album and his best-selling Harvest, also becoming a member of Young's backing bands Crazy Horse and The Stray Gators.
The album includes an early country rock track by Furay, "A Child's Claim to Fame." The track "Rock & Roll Woman" allegedly includes vocals by Crosby, who also allegedly had a hand in its composition; whether true or not, Stills acknowledges the genesis of the song was from jamming with Crosby. Young's extended piece "Broken Arrow" begins with audience applause (taken not from a Buffalo Springfield show, but rather from a concert by the Beatles) and the opening of "Mr. Soul" (which opens the album) recorded live in the studio. The back cover of the album includes a lengthy list of people thanked as influence and inspiration; some may be musicians appearing but uncredited. The album is dedicated to Barry Friedman, and listed as a York/Pala production. The album was remastered for compact disc in HDCD and reissued on June 24, 1997.
Recorded April 4, 1967, Sunset Sound, Los Angeles, California. Lead vocal: Stephen Stills. Bass: Bobby West. Banjo: Charlie Chin. (Bruce Palmer absent).
"Hung Upside Down" (Stills) – 3:24
Recorded June 30 & September 1–5, 1967, Columbia Recording Studios & Sunset Sound, Los Angeles, California. Lead vocals: Richie Furay (verses); Stephen Stills (choruses).
"Sad Memory" (Furay) – 3:00
Recorded September 5, 1967, Sunset Sound, Los Angeles, California. Lead vocal: Richie Furay. Electric lead guitar: Neil Young. Acoustic guitar: Richie Furay. (Stills, Palmer, and drummer Dewey Martin absent).
"Good Time Boy" (Furay) – 2:11
Recorded August 1967, Sunset Sound, Los Angeles, California. Lead vocal: Dewey Martin. Reports differ on whether drummer Martin actually played drums on this track, or whether it was played entirely by session musicians, including the Memphis Horns.
"Rock & Roll Woman" (Stills) – 2:44
Recorded June 22, August 8, October 3, 1967, Sunset Sound, Los Angeles, California. Lead vocal: Stephen Stills. Background vocal: David Crosby (disputed; he is, however, an uncredited co-writer of the melody). Guitar: Doug Hastings.