The album was recorded with two separate groups, one in Los Angeles, California (which produced eight tracks) and the other in London, England (which produced three). It was inspired by the likes of Elton John (whose "Come Down in Time" is covered), The Beatles and Neil Young. Kooper trotted out a more subdued sound than on his previous albums, recorded without the horns and orchestrations. He kept to his normal format of original compositions interspersed with covers, including the traditional folk-song "500 Miles". Among the best-known tracks from the album is the title track, the only released portion of the presumably unfinished New York City: 6 A.M. to Midnight project.