With the successes of Everybody's Talkin' and The Point! creating demand for Nilsson recordings, a reissue of his first two RCA Victor albums (Pandemonium Shadow Show and Aerial Ballet), then out of print, was considered.
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Produced by Rick Jarrard, with arrangements by George Tipton, it was recorded during the same period that Jarrard and Tipton were working on the Harry Nilsson LP Aerial Ballet - Nilsson collaborated with Segarini on the track "Butters Lament" and the album features some of the same session players who contributed to Aerial Ballet.