In 1977, Robben Ford assembled a group of veteran session musicians to record his album The Inside Story. The trio of musicians, which included keyboardist Russell Ferrante, bassist Jimmy Haslip and drummer Ricky Lawson, soon discovered a certain "chemistry" and musical affinity that led to their formation of Yellowjackets. The Inside Story being mainly instrumental, Robben Ford's record label wanted him to record another album that was more pop and vocal oriented.