In February 1971, Emerson, Lake & Palmer finished recording their second studio album
Tarkus. They resumed touring in the following month, which began with a UK leg that included a show at
Newcastle City Hall,
Newcastle on 26 March. The tour's setlist included their arrangement of the classical suite
Pictures at an Exhibition by
Modest Mussorgsky, which had been performed since their live debut in August 1970. Keyboardist
Keith Emerson had attended an orchestral performance of the suite several years before, and bought a copy of the score. He pitched the idea of performing the suite to singer/bassist/guitarist
Greg Lake and drummer
Carl Palmer, who agreed to adapt it. Both members contributed their own arrangements and additions to the suite. The band had already recorded and filmed a live performance of the piece at the
Lyceum Theatre in London, on 9 December 1970, and planned a live album release around August 1971. However, their dissatisfaction with the picture, editing, and audio led to the decision to record another show. Palmer deemed the film "shocking" which lacked any contemporary filming technique, and said the absence of engineer
Eddy Offord to control the sound contributed to its substandard quality. The date at Newcastle City Hall was chosen for the new recording, and Palmer recalled the "amazing atmosphere" of the concert. Emerson said the venue was chosen as the band were popular there, and hoped to use its pipe organ. He was granted permission, but had to promise the
Musician's Union he would not stick knives on the console, which he had done since he was in
The Nice. The band paid for the recording costs themselves, with the aim of producing the best quality version. They arrived at Newcastle at 10am and underwent rehearsals and checks for several hours. The Lyceum concert film had a limited theatrical release, which Palmer said was only due to the fact that a group friend was in charge and let them release it. The album was recorded using the mobile recording unit from
Pye Records. The opening section, "Promenade", features Emerson playing a
Harrison & Harrison pipe organ which was installed at the venue in 1928. The organ console is some way above stage level, at the top of a stepped terrace typically used for choral performances. Palmer's drum roll connecting "Promenade" to the following section was added to give Emerson time to return to his keyboards. ==Arrangement==