Steve Walsh began to experience writer's block prior to the recording, and his contribution to the album would ultimately be limited to co-authoring three songs. It fell on Kerry Livgren to fill the void. The new compositions retained much of the classically inspired complexity of Livgren's previous work. Kansas recorded the album at Studio in the Country in Bogalusa, Louisiana. The Studio in the Country was so named because, as Livgren described on "In the Studio with Redbeard" radio show in the episode spotlighting "Leftoverture", "it was in the middle of a swamp. We'd walk out of the studio and there would be gators in front of the studio, mosquitos the size of B-52s and at times armadillos would run into the control room."