The recording of the album during the summer and fall of 1967 was marked by severe internal dissolution. They started the album out as the same four-piece band that had recorded their two previous albums, including Roger McGuinn, David Crosby, Chris Hillman and Michael Clarke, but by the time the LP was released, only McGuinn and Hillman remained. During the album's recording, original member Gene Clark, who had left the band in early 1966, also rejoined the band and left again. David Crosby was fired by other members during the making of this album, a result of both friction over the previous months, especially at the Monterey Pop festival in the summer, and disagreement during the early sessions for this album. Drummer Michael Clarke also quit the group over disputes with Crosby and in apparent dissatisfaction over the material chosen by the three songwriting members of the band.
McGuinn has some of his best and most poignant vocals on "Wasn't Born to Follow", included in the soundtrack of "Easy rider".

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