Rights issues held up the making of the album and it was released late in the Broadway run.
During recording sessions for the album, original Baron, David Carroll collapsed and died in the bathroom of the BMG/RCA studio. Brent Barrett, one of the replacement Barons during the Broadway run, was brought in record his tracks.
A performance of Carroll singing "Love Can't Happen" during a cabaret performance at Steve McGraw's was included as a bonus track on the CD. The performance was 2/14/91. Carroll was accompanied by Wally Harper.