The album was recorded at Pacific High Recording Studios and Wally Heider Recording Studios in San Francisco. The result derives from a period of cross-collaboration during late 1969 through 1971 by a collection of musicians from various San Francisco bands including Jefferson Airplane, the Grateful Dead, and Quicksilver Messenger Service, along with Crosby, Stills, Nash & Young recording at the time in the city. These musicians included Jack Casady, Joey Covington, David Crosby, David Freiberg, Jerry Garcia, Mickey Hart, Paul Kantner, Bill Kreutzmann, Graham Nash, and Grace Slick. Excepting Covington, all of these musicians would also play or sing on Crosby's debut album recorded at the same time in the same studios. Bassist Harvey Brooks of Electric Flag, and guitarist Peter Kaukonen, brother of Airplane guitarist Jorma Kaukonen, also appear.