The album was recorded following the tour in support of their previous album, "Nursery Cryme" (1971), which saw them gain popularity, including a well-received slot at the Lincoln Great Western Festival. The album was written over the summer of 1972 and combined songs that had already been performed live with new material worked out in jam sessions. Recording began in August with John Anthony, but sessions were prone to tension and disagreements. After a short Italian tour, sessions resumed with Dave Hitchcock taking over production duties. The cover was the final Genesis work to be designed by Paul Whitehead, featuring a fox wearing a red dress. Frontman Peter Gabriel wore the dress and a fox's head on stage for the following tour, which gathered press attention and greatly improved the group's profile.