"More Than a Feeling" is an ode to daydreaming, and contains a guitar solo reminiscent of "Telstar". The track was inspired by a love affair that Scholz had years prior while in school. "Walk Away Renée" by The Left Banke was popular at the time, and it caused Scholz to pine miserably over the girl. "More Than a Feeling" unintentionally incorporates a chord progression from that particular song following the line "I see my Mary Ann walking away." Scholz initially felt it was his best shot at a lead single, but became depressed when doubts got the best of him. Ahern, however, loved the track and was sure it would receive maximum airplay. "Peace of Mind" was penned about Scholz's Polaroid superiors, and recorded around the fall of 1974. "Foreplay," the extensive introduction to "Long Time," was actually composed many years prior in 1972. "Rock & Roll Band", a track that dated back to the band's Mother's Milk demo, was inspired by Masdea's experiences performing in various bar combos, and was written just as "pure fantasy." The album version still features Masdea's drums from the demo tape. "Smokin'", was written and recorded in 1973, and called "Shakin'". "Hitch a Ride" was originally titled "San Francisco Day", with lyrics starting in New York City and then planning to hitch a ride to "head for the other side". This was the first song Delp re-recorded after the original Mother's Milk vocalist left. To create a special effect on the track's organ solo, Scholz slowed down one of the recording reels with his finger. "Something About You" was originally "Life Isn't Easy" and was written around 1975, and as the last demo, it was put as the second to last track.