In 1979, Richard Carpenter Carpenters took a year off to cure a dependency on quaaludes, and Karen decided to make a solo album with producer Phil Ramone.

Her solo work was markedly different from usual Carpenters fare, consisting of adult-oriented and disco/dance-tempo material with more sexual lyrics and the use of Karen's higher vocal register. The project met a tepid response from Richard and A&M executives in early 1980. The album was shelved by A&M CEO Herb Alpert, in spite of Quincy Jones' attempts to talk Alpert into releasing the record after some tracks had been remixed. A&M made the Carpenters pay $400,000 to cover the cost of recording Karen's unreleased solo album, which was to be charged against the duo's future royalties.

Carpenters fans got a taste of the album in 1989 when some of its tracks (as remixed by Richard) were mixed onto the album "Lovelines," the final album of Carpenters' new unreleased material. Seven years later, in 1996, the entire album, featuring mixes approved by Karen before her death and one unmixed bonus track, was finally released

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