The album almost never came to be. Hayes' solo debut, Presenting Isaac Hayes, had been a poor seller for Stax Records, and Hayes was about to return to his behind-the-scenes role as a producer and songwriter at the venerable soul label when it suddenly lost its complete back catalog after splitting with Atlantic Records in May 1968. Stax executive Al Bell decided to release a new, almost instant, back catalog of 27 albums and 30 singles at once, ordered all of Stax's artists to record new material, and encouraged some of Stax's prominent creative staff, including Hayes and Steve Cropper, to record solo albums.
Burned by the retail flop of Presenting Isaac Hayes, Hayes told Bell that he would not cut a follow-up unless he was granted complete creative control. Since Bell had encouraged Hayes to record Presenting... in the first place, he readily agreed.
Much of the final production was done as part of the package of products brought to Detroit by producer Don Davis to expedite the production process. The strings and horns were arranged by Detroit arranger, Johnny Allen. The producers were looking for a sweeping orchestral sound that would enhance the rock solid rhythm tracks. The project strings and horns were recorded at United Sound Studios by engineer Ed Wolfrum with vocals and final mix at Terra-Shirma by engineer Russ Terrana. The pre-delay reverberation technique, recorded in part by Terry Manning on the tracking session, had been used at Artie Fields productions in Detroit in late 1950s, and at Columbia Records; it was also used by Wolfrum and others for numerous productions and commercials previous and after the release of this project including the Marvin Gaye What's Going On project, with orchestration also recorded at United. Russ Terrana went on to the engineering staff of Motown Records and was responsible for the recording and mixing of many hits on that label.
The album begins with a cover of the Burt Bacharach and Hal David classic, "Walk On By". Second was "Hyperbolicsyllabicsesquedalymistic", an uptempo funk song with wah-wah guitar and rolling pianos. "One Woman", at just over five minutes the shortest track on the album, focuses on the pangs of infidelity. An extended reinterpretation of Jimmy Webb's country music composition "By the Time I Get to Phoenix" closes the album. After an eight-minute spoken introduction, the song slowly builds to a climax of horns, strings, organs and vocals. (On most commonly heard versions of this song, there is an edit before the lyric "when he reached the age of maturity.." during the spoken intro – early vinyl pressings of the album do not feature this edit, and reveal a brief section that includes a technical error, where the sustained organ note briefly drops out.)
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