The group started work on the album in 1972, trying to follow up "Tommy" and "Who's Next", both of which had achieved substantial critical and commercial success. Recording was delayed while bassist John Entwistle and singer Roger Daltrey recorded solo albums and drummer Keith Moon worked on films. Because a new studio was not finished in time, the group had to use Ronnie Lane's Mobile Studio. The album makes significant use of Townshend's multi-track synthesizers and sound effects, as well as Entwistle's layered horn parts, in addition to the group's typical playing styles, especially from Moon. Relationships between the group and manager Kit Lambert broke down irretrievably during recording and Lambert had left the band's service by the time the album was released.