The decision to work with Mardin came after the RSO label rejected the brothers' post-Life in a Tin Can album, which had been provisionally entitled A Kick In The Head Is Worth Eight In The Pants. Mardin brought the band's attention to the dance scene unfolding at the time, and the brothers Gibb in turn adapted their songwriting and arrangements to a more upbeat style.
Stigwood was not ready to give up on the Bee Gees, but he did not believe in the musical direction they were taking. At the suggestion of Jerry Wexler and Ahmet Ertegun of Atlantic, Robert Stigwood sent them to work with Atlantic producer and arranger Arif Mardin, who began to draw out their love of rhythm and blues music. Recording began in November 1973, and although they were self-conscious about doing a really black sound, their first goal was to record songs in a way that they could reproduce on stage. They made more use of Alan Kendall's electric lead guitar and added a keyboard player, which resulted in less recording for Maurice, who had long overdubbed many instrumental and backing vocal parts. The new sound was more electric than much of what they had done since regrouping in 1970.
With Mardin at the helm, the Bee Gees returned at the IBC Studios, London where they had recorded much of their pre-Life in a Tin Can output. The first two songs recorded were harder rock ("Heavy Breathing" and "I Can't Let You Go") both written in Los Angeles. This was a deliberate attempt to record a new sound, compared to the acoustic sounds found on Life in a Tin Can. There were also two new backing musicians - Dennis Bryon (drums) and Geoff Westley (keyboards), who were in the tour band, now made their debut with the Bee Gees on disk. Dennis was a friend of Alan Kendall, and would be the Bee Gees' drummer until 1980. The big change here was having Geoff, or anyone, play most of the piano and keyboard parts that had been Maurice's domain for years. Around this time, Maurice's problems with alcohol began to surface. Though he wrote few songs in 1974, he never missed a show or a recording session, but on this album, most of the new songs were written by Barry and Robin only. Three songs were written by all three brothers, one, Lost in Your Love was a solo Barry composition while Give A Hand, Take A Hand was a Barry/Maurice composition (see Notes).
The songs "Mr. Natural" and "Had a Lot of Love Last Night" were recorded and completed at the Command Studios in London. The songs "Give a Hand, Take a Hand" and "Lost in Your Love" were recorded at Atlantic Studios in 1974.