After singer/songwriter Paul Williams landed one of his songs on the flip side of Tiny Tim's hit single "Tip-Toe Through the Tulips," he was approached by record producer Richard Perry with an offer to cut his own album. It was a giant leap for Williams, who had just lost his job at the White Whale label a year earlier, an event that had left him distraught and sour on the music industry. Apprehensive about going it alone, he formed a band with ex-Jefferson Airplane bassist Bob Harvey, guitarist George Hiller, flutist Cynthia Fitzpatrick, ex-Turtle drummer Don Murray, and Williams' brother Ralph on guitar. Dubbed the Holy Mackerel, the band recorded its psychedelic pop debut throughout the spring of 1968. Before the record's completion, Harvey left and was replaced by future Elvis Presley bassist Jerry Scheff, and then drummer Don Murray was replaced by Michael Cannon. The record appeared in November of 1968 and despite being a Billboard magazine "Special Merit Pick," it went nowhere and the Holy Mackerel called it quits soon after. Williams began his successful solo career a year later.