By mid-1968, Arthur Lee was the only remaining member of the Forever Changes line-up of Love. Three LPs worth of material were recorded in a makeshift studio in a Los Angeles warehouse, with Elektra Records given the rights to first choice of tracks to fulfill Lee's contractual obligation, and the remainder released as the Blue Thumb LP Out Here. The album features a significant amount of vocal double-tracking by Lee. 
"Always See Your Face" was featured in the 2000 film High Fidelity and was included on the official soundtrack. In 2014, it was ranked number 1 on NME's list of 101 Albums To Hear Before You Die.