It is the first Montrose album released after the departure of singer Sammy Hagar, the first Montrose album not produced by Ted Templeman, and the first Montrose album to feature a keyboardist as a full member of the band. Bob James, an unknown vocalist and songwriter from the South Bay area of Los Angeles who had been singing in a Montrose cover band, was chosen as Hagar's successor in early 1975. Another newcomer from Los Angeles, Jim Alcivar, joined the band on keyboards. At this juncture guitarist band leader Ronnie Montrose parted ways with Ted Templeman and chose to self-produce the album.
The record kicks off with the aggressive Deep Purple-esque hard rocker "Matriarch", followed by the radio-friendly ballad "All I Need", which alternates between soft acoustic verses and electric guitar crunch at the chorus. An upbeat hard rock cover of Eddie Cochran's rockabilly "Twenty Flight Rock" follows, serving as an echo of its stylistic companion "Good Rockin' Tonight" which appeared on the 1973 Montrose debut. Side One closes with the long progressive-rock influenced "Whaler", pairing Ronnie Montrose's acoustic guitar alongside Novi Novog's viola. A year earlier, Novog contributed viola on the Ted Templeman-produced Doobie Brothers hit, ""Black Water"". With its exotic combination of acoustic instrumentation punctuated by fog horn keyboard sounds, electronic production effects that mimic the casting sound of a fishing reel, and its picturesque lyrics, "Whaler" weighed-in as the band's most ambitious composition and elaborate production to date. Evoking the imagery and atmosphere of a seafaring adventure, the song was an unexpected FM hit in Canada, resulting in Montrose moving up from second-bill to headliner status for select performances.
The second half of the disc continues to explore diverse sonic territory with rockers "Dancin' Feet" (performed at the time as a cover song by Van Halen) and the bluesy slide-guitar swagger of "Clown Woman", Jim Alcivar’s keyboard driven cover of Alan Price's "O Lucky Man!", and Ronnie Montrose's acoustic instrumental workout "One and a Half". The closing track "Black Train" is a blistering pre-Speed Metal cover of a Montrose-related song that was never released. In 1971, singer-songwriter Kendell Kardt, formerly of the band Rig, recorded a solo album, Buddy Bolden, featuring guests Jerry Garcia and Ronnie Montrose, both of whom played on the songs "Buddy Bolden" and "Black Train". "Black Train" was written by Kardt about the heroin-overdose death of an unnamed friend of Rig guitarist Arthur Richards. The original Kendell Kardt version of the song has a Country & Western feel with Garcia on pedal steel guitar and Montrose on lead guitar and Hawaiian lap steel. A shakeup at Capitol resulted in Kardt’s contract being dropped and the album being shelved. Ronnie Montrose's motivation for choosing to unearth the unreleased track for a more aggressive reinterpretation may have stemmed from the guitarist's vehement personal anti-drug/anti-alcohol stance at the time, exemplified by his insistence that all Montrose band members abide by a strict policy of drug and alcohol-free performances.
The album achieved the second highest chart position of the four Montrose releases, reaching #79 in Billboard's Hot 100. It was critically praised and also noted for its movie-poster cover art, giving the impression that Warner Bros. Records was presenting a rock band like a big budget Hollywood production.