The Litter formed in 1966 from the remains of two locally popular Minneapolis
groups, the Victors and the Tabs. Early into the group's existence, the Litter enjoyed tremendous popularity, particularly in Chicago where the band became regulars at the Electric Theatre
as they performed alongside the Byrds
and Jethro Tull
, among others. During this time, bass guitarist and keyboardist Jim Kane got the Litter in contact with record producer Warren Kendrick, who was a capable instrumentalist in his own right before an arm injury prevented him from performing. Seeing the group's potential, Kendrick signed the Litter to a recording contract to his self-owned record label, Scotty Records, to produce their debut single and subsequent album.