The band recorded the album in several stages throughout mid-1970 in Trident Studios with producer John Anthony. The songs mentioned a killer shark in "Killer", lost love in "Lost" and science fiction material in "Pioneers Over c". Bassist Nic Potter left the group in August partway through recording, with organist Hugh Banton covering on bass guitar in the studio and playing bass pedals in concert. King Crimson's Robert Fripp made a guest appearance on guitar, and the cover was the first of several by the band to feature the artwork of Paul Whitehead.