This is the only album to feature the band's original line-up of Lemmy on vocals and bass, Larry Wallis on guitar and vocals, and Lucas Fox on drums. During the sessions, original producer Dave Edmunds relinquished his duties being replaced by Fritz Fryer. Drummer Fox was then replaced by Phil "Philthy Animal" Taylor, a casual acquaintance of Lemmy's who had been persuaded to drive him to Rockfield Studios. Taylor overdubbed all of Fox's tracks except for "Lost Johnny". Of the tracks, three ("Motorhead", "The Watcher" and "Lost Johnny") were re-recordings of songs Lemmy had written and recorded with Hawkwind, "City Kids" was a re-recording of a Wallis track co-written and recorded with The Pink Fairies, "Leaving Here" was a cover version of a Holland/Dozier/Holland Motown song Lemmy had learnt whilst roadying for The Birds. "On Parole" was recorded and released by Larry Wallis (backed by Eddie and the Hot Rods) as a b-side to the Stiff Records "Police Car" single in 1977, after this album had been recorded but prior to its release. At the time United Artists were not convinced of the album's commercial potential and shelved its release. After the band's profile had risen with the commercial success of the albums Overkill and Bomber, UA re-appraised the album and gave it a belated release at the end of 1979, despite the disapproval of the band. Due to the record company's initial refusal to release this album, when a reconfigured Mot_rhead (featuring Eddie Clarke on guitar) were given studio time by Chiswick Records in 1977, they chose to re-record the album in almost its entirety (only "Fools" and "Leaving Here" weren't re-recorded) leading to their debut release Mot_rhead.