Barnstorm was the power trio created by Joe Walsh in Colorado after he left the James Gang. The original members of the group were Walsh, Joe Vitale and Kenny Passarelli. Walsh and Vitale had previously played together in an Akron-based band called The Measles before Walsh joined the James Gang. All of the members contributed lead vocals and songs, although Walsh was the principal singer and songwriter. Later, the group added keyboardists Rocke Grace and Tommy Stephenson. Having two keyboardists permitted Barnstorm to play the complex arrangements live that it was creating through multitracking in the studio or through the use of session musicians such as Paul Harris and Joe Lala.
Barnstorm would record only three albums over its two-year life. All three albums were produced by Bill Szymczyk. Over time, Walsh became particularly frustrated by the way his record company, Dunhill Records, promoted the band, as if they were Joe Walsh solo albums and the others were his backing musicians. Said Walsh, "I wanted to be a band, not a solo artist. Vitale, especially, should've gotten more credit 'cause it wasn't all me.. .. It was in every aspect a collaborative effort."