Sessions for the new album commenced at The Secret Sound,
Woodstock, New York, produced and engineered by Todd Rundgren. Hillage and his girlfriend
Miquette Giraudy (vocals, synths) were backed by members of Rundgren's band Utopia, including
Roger Powell on keyboards,
Kasim Sulton on bass and
John Wilcox on drums. Several other musicians also guested including
Don Cherry on trumpet and bells, Larry Karush on tabla and Sonja Malkine on a 15th century
hurdy-gurdy. Unusually for Hillage, half the songs on this album are covers. "
Hurdy Gurdy Man" was written by
Donovan, "
Om Nama Shivaya" is based on a traditional Hindu mantra, and "
It's All Too Much" was written by
George Harrison, and originally appeared on the 1969
Beatles album,
Yellow Submarine. Hillage chose the Donovan and Harrison songs because they were among his favorites, and also attempted a cover of
The Byrds' "
Eight Miles High" which was left unfinished and later appeared as a bonus track on reissues. The other three songs were penned by Hillage and Giraudy, with "Lunar Musick Suite" (under the working title "777 Glissando") and "Electrick Gypsies" having been performed when he toured with Gong in the latter half of 1975. "Lunar Musick Suite" was intended as a companion to "Solar Musick Suite" on
Fish Rising, only its four sections were not titled. "Electrick Gypsies" had evolved from a riff during Hillage's days in Khan and had also been demoed for
Fish Rising. Besides "Eight Miles High", other tracks recorded during the sessions (and included on later reissues) included an early version of "Palm Trees" titled "Maui", and the "It's All Too Much" B-side "Shimmer", originally composed with Gong synth player
Tim Blake. Hillage recollected this about the sessions: When we began work on the second album, Todd Rundgren was very busy and was working on several other projects at that time. Although I had most of the material ready, the recording had to be done rapidly in a bit of a pressure cooker atmosphere. Despite that, Todd did some remarkable things on that album. At the last minute he changed the arrangements of several songs with very clever edits, and as someone who always thought he'd like to get into production eventually, it was a fantastic education watching him work and I felt very privileged to be able to do so. ==Album title and artwork==