Tommy LiPuma had previously worked with artists like Miles Davis, Horace Silver, Randy Newman, and George Benson and had contributed production to Aztec Camera's Love album in 1987. He had expressed an interest in producing Everything but the Girl and invited Tracey Thorn and Ben Watt to New York and LA.

Song arrangements were written by Larry Williams and Jerry Hey. The band LiPuma put together included Omar Hakim on drums, John Patitucci on bass and Larry Williams on keyboards. Ben Watt played guitar and piano, as well as doing some singing. Tracey Thorn sang only. LiPuma produced, in Thorn's words, "a fully realised, immaculately performed and produced modern American Soul-Pop record."