Cummings wrote this in New York City. It was intended for Cummings' band The Guess Who (their final lineup with Toronto guitarist Domenic Troiano). The band rejected it and Burton, fed up at that point, decided it was about time to walk away and go solo. The Guess Who finished up their remaining obligations and Burton recorded this on his first solo album.
The album was produced by Richard Perry, who also worked with Ringo Starr, Carly Simon and Tiny Tim.
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