The album was made during The Who's early "Maximum R&B" period and features several covers of popular R&B tunes, in addition to the R&B leanings of the tracks written by the band's guitarist Pete Townshend.

According to the booklet in the Deluxe Edition, "I'm a Man" was eliminated from e U.S. release due to its sexual content. The U.S. release also excised a brief solo laden with manic drum rolls and guitar feedback before the final
verse of "The Kids Are Alright", hiding some of the group's sonic pop-art leanings.

Many of the songs on the album saw release as singles. Aside from "My Generation", which preceded the album's release and reached #2 on the UK Singles Chart, "A Legal Matter", "La-La-La Lies", and "The Kids Are Alright" were also released as domestic singles, though none were as commercially successful as "My Generation". "The Kids Are Alright" was a top 10 single in Sweden, peaking at #8.

"My Generation" and "The Kids Are Alright" in particular remain two of the group's most-covered songs; while "My Generation" is a raw, aggressive number that presaged the heavy metal and punk rock movements. "The Kids Are Alright" is a more sophisticated pop number, with chiming guitars, three-part harmonies, and a lilting vocal melody, though still retaining the driving rhythm of other Who songs of the period. Along with other early Who numbers like "I Can't Explain" and "So Sad About Us", it is considered an important forerunner of the "power pop" movement. "Circles" was notably covered by contemporaries of the group, British freakbeat outfit Les Fleur de Lys. The cover version has found some notice after its inclusion on Nuggets II: Original Artyfacts from the British Empire and Beyond, 1964-1969.


Tracklist:

Disc one

1. "Out in the Street"
2. "I Don't Mind"
3. "The Good's Gone" [lacks double-tracked vocals]
4. "La-La-La Lies" [lacks double-tracked vocals]
5. "Much Too Much" [lacks double-tracked vocals]
6. "My Generation" [lacks lead guitar, but is available on disc 2 in its
original mono format]
7. "The Kids Are Alright" [lacks double-tracked vocals]
8. "Please, Please, Please"
9. "It's Not True"
10. "I'm a Man"
11. "A Legal Matter" [lacks lead guitar, but is available on disc 2 in its
original mono format]
12. "The Ox"
13. "Circles (Instant Party)" [lacks Entwistle's French horn and double
tracked vocals]
14. "I Can't Explain" (bonus track) [lacks tambourine]
15. "Bald Headed Woman" (bonus track)
16. "Daddy Rolling Stone" (bonus track) [alternate version than that found on
Thirty Years of Maximum R&B]

Disc two

The second disc contains additional bonus tracks.

1. "Leaving Here"
2. "Lubie (Come Back Home)"
3. "Shout and Shimmy"
4. "(Love Is Like A) Heat Wave"
5. "Motoring"
6. "Anytime You Want Me"
7. "Anyway, Anyhow, Anywhere" (alternate take)
8. "Instant Party Mixture"
9. "I Don't Mind" (full length version)
10. "The Good's Gone" (full length version)
11. "My Generation" (instrumental version)
12. "Anytime You Want Me" (a cappella version)
13. "A Legal Matter" (monaural version with guitar overdub)
14. "My Generation" (monaural version with guitar overdub)

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