Atkin and James met while attending Cambridge University as members of the
Footlights. They connected through a mutual love of a broad range of music, from Buddy Holly to Tin Pan Alley. Although Atkin also wrote songs on his own, the two quickly began to collaborate with James writing lyrics and Atkin composing the music. They intended to write songs for other vocalists, inspired by fellow Footlights performers such as
Julie Covington and Maggie Henderson. After two privately pressed LPs and in the midst of a television series with a number of Footlights alumni, the songwriters came to the attention of
David Platz, who signed them to a publishing deal at Essex Music. Platz introduced them to producer Don Paul, and recording commenced with the intention of demoing the songs to pitch to other performers. Paul gave several of the tracks to his friend, DJ
Kenny Everett, who began playing them regularly. Everett was particularly enamored with "Master of the Revels" and "Girl on the Train". The album was recorded across three sessions in March and April 1970 at Regent Sound Studio A in London. Former
Viscounts member Don Paul served as producer, assisted by engineer
Tom Allom.
Russell Davies, a friend from Footlights, played tuba. Don Paul lent Atkin the velvet suit seen on the album cover, sourced from London fashion store
Mr. Fish Numerous songs previously appeared on the privately pressed ''The Party's Moving On'' album in 1969, sung by Julie Covington and Pete Atkin and corresponding to their television series of the same name: "Girl on the Train," "Sunrise," "Have You Got a Biro I Can Borrow?," "Luck of the Draw," "All I Ever Did," and "You Can't Expect to Be Remembered." The production of Julie Covington's
The Beautiful Changes album overlaps with
Beware of the Beautiful Stranger; sessions at
Abbey Road Studios with Covington took place over 1969-1971. Atkin joined Covington in the studio during many of those sessions, providing arrangements and playing piano and guitar on several tracks. Covington's album shared producer Don Paul, and featured songs such as Atkin's solo composition "The Original Original Honky Tonk Night Train Blues" and the Atkin/James "Tonight Your Love is Over" on a later reissue. The songs cover a diverse array of subjects and inspirations. A line from
John Keats provided the title of "Touch Has a Memory" (Atkin was dissatisfied with the track and it was replaced on the 1973 reissue).
Lex Banning provided the title of "Rider to the World's End". On "Luck of the Draw", Atkin and James pay homage to the short, concise songs of
Rodgers and Hart, a structure they would continue to value over the years. "The Original Original Honky Tonk Night Train Blues", a favorite from Footlights performances, was inspired by "
Honky Tonk Train Blues" by
Meade Lux Lewis. And "You Can't Expect to Be Remembered" echoes the conversational style of rarely-heard verses of American Songbook standards, those of which tended to transition to and from the scenic context of the musical theatre play, in which the songs were often embedded. The album prompted other covers as well: "Girl on the Train" was recorded by Joe Stead in 1973, while "Master of the Revels" appeared on a
Don Partridge album in 1974.
Wizz Jones recorded "Touch Has a Memory" in 1987 and 2018. Atkin and Julie Covington performed "The Original Original Honky Tonk Night Train Blues" in the 1977 television film and corresponding album of
The Mermaid Frolics. Writer
Tom Holt parodied "Rider to the World's End" in the collection
Bitter Lemmings in 1997. The title track was one of the first songs the duo wrote together, and remains one of Atkin's most performed songs. ==Critical reception==