The song was constructed and composed during the recording process, first at BC Studio in Gowanus, Brooklyn, with additional overdubs at RPM studios in Manhattan, then Hancock's home studio in West Hollywood, and finally at Eldorado studio in Hollywood, Los Angeles. The production duo of Material (bassist Bill Laswell and synth player Michael Beinhorn) were based at Martin Bisi's BC Studio, recording experimental, no wave and underground club music. Hancock's 25-year-old manager, Tony Meilandt, approached Laswell to write a new song for Hancock, whose career needed a boost. To gauge this potential new direction for his career, Hancock accompanied Laswell to hear a set of popular club deejays including Afrika Bambaataa and D.ST spin at Roxy NYC in front of an enthusiastic crowd. Warily eyeing the crowd, which to him looked like a riot, Hancock needed more convincing by Meilandt before he contracted with Laswell's team to deliver two tracks. Meilandt later said "Herbie was very much ready" to try a new kind of sound.