 Prine was offered a recording contract by Jerry Wexler of Atlantic Records after the record executive saw the singer perform several of his own songs at a Kris Kristofferson show at the Bitter End.The song "Paradise" was recorded at A&R Studios in New York (with Prine's brother Dave and good friend Steve Goodman as sidemen) but the remaining cuts were recorded at American Sound Studios in Memphis.Produced by Arif Mardin, who had previously collaborated with the likes of Aretha Franklin and King Curtis, Prine found his new studio surroundings intimidating.