Though Rick Davies and Roger Hodgson had long been writing their songs separately, they had always conceived the theme and overlying direction for each album together. "...Famous Last Words..." became the exception to this rule: having been living in different parts of California in the months leading up to the recording, they each conceived their own vision for the album. Hodgson wanted to do another pop album in the vein of "Breakfast in America", while Davies had envisioned a heavy progressive rock album with a 10-minute song called "Brother Where You Bound" as its centerpiece.