Butler wrote all the songs, and played a majority of the instruments. He did not plan to do so initially, but as he was not interested in spending time to find competent musicians, he opted to play various instruments by himself. Sakamoto did drums, and the Brilliant Strings played violin, cello, and viola on the songs "Woman I Know", "People Move On", "Autograph", "Not Alone", and "When You Grow". The strings were conducted by Billy McGee, who expanded the arrangements with Butler, having previously worked with him on "Yes". Johnson sung guest backing vocals on "Woman I Know", "People Move On", "Autograph", and "Stay". Wollage played saxophone on "Autograph" and "Not Alone", the latter featuring guest backing vocals from Edwyn Collins. Shilling added cello to "When You Grow", which also starred Richard Bissill on French horn. According to Butler, most of the ideas on the album were created in the studio, with only four songs written beforehand.
