After their departure from Geffen Records in 1994, the band wanted their next record to be a blues album. "Then," said singer Steven Tyler, "we caught wind that Clapton was doing it, and we went, 'Fuck!'… We did such incredible research for this album, too… We also thought about our roots, about paying homage to the stuff we loved: early Yardbirds and all. Some of Little Walter's early stuff. Really obscure names… I did some digging around myself in Chicago. We had some great songs to work with – and then Clapton came along and did it."
