This album may have never happened, if not for Stax Records splitting with Atlantic Records in 1968, losing their back catalog in the process. Stax was looking for new artists, desperate to fill the content void. Hayes, having already been a songwriter for the label (he co-wrote Sam and Dave's "Soul Man"), and released a solo album to little notice, agreed to cut a second one as long as he had creative control. The end result was an unconventional smash hit. There are only four tracks, and three of them are covers. The lead-off "Walk On By" is definitive in so many ways, not just for Hayes' career but for music in general. Like everything else on the album (and future ones), it’s unapologetically over-the-top, running the gamut of emotions throughout 12 minutes of run-time. He further pushes the emotional envelope with an 18-plus minute exploration of Jimmy Webb's "By The Time I Get To Phoenix", which also introduces his penchant for spoken-word sections. But levity comes in the form of "Hyperbolicsyllabicsesquedalymistic", a funky jam boosted by nonsensical lyrics and an intimate piano solo. Probably the only thing that seems a bit out of place is the relatively short cover of "One Woman" which was also adult contemporary in nature, but that is splitting hairs. Even the cover is iconic in a timeless manner. Hayes recorded the album in Memphis using The Bar-Kays as his backing band, and the orchestral flourishes were added later in the process.