Several tracks, including "The Grip of Love", "Breakin' in My Heart" and "Red Leaves" trace their roots to unreleased Television songs. In the case of "Red Leaves", the verses are drawn from "Adventure", the unfinished title track of Television's 1978 album, Adventure. Fred Smith, bassist for Television, also performs on the record. Ricky Wilson, late guitarist of The B-52's, plays guitar on "Breakin' in My Heart". It is the only song Wilson recorded that did not involve other B-52's members.
The album was originally mixed by Verlaine, but this mix was rejected by Elektra Records. Bob Clearmountain subsequently remixed the album, and it was this version that was released by Elektra in 1979. In 2002, a CD reissue by Collectors' Choice Music inadvertently used the earlier, rejected mix for initial pressings fulfilled by mail order; this was subsequently replaced with the approved Clearmountain mix by the time the CD was made available through traditional retail channels.