Prior to making the album, Carnes stated, "I can't do another album here (in Los Angeles). I've tried and finally stopped. The only way I get a thrill out of recording is to record live as opposed to running everything through a computer. I want to feel that interplay between musicians. And I feel real strongly that Nashville is the place to make an album with real instruments." Carnes had been interested in the Nashville music scene since 1981, after hearing
Rosanne Cash's album
Seven Year Ache. Carnes wanted to work with
Jimmy Bowen, who produced her debut album,
Rest on Me, in 1971. Carnes chose to record a cover of "If You Don't Want My Love" by
John Prine. The head of A&R at MCA suggested to Carnes that she also record Prine's song "Speed of the Sound of Loneliness". "Who thinks of that?" Carnes said. "The speed of the sound of loneliness? Lyrically, that blew me away." Carnes wrote "Blood from the Bandit", with
Donna Weiss, as a reflection on "pollution, greed, and other conditions afflicting the world". "The song is still pertinent today, more so, maybe," Carnes said in 2017. "What was being talked about then is on steroids now." ==Critical reception==