This was the first Tom Petty 'solo' album although most of the Heartbreakers played on the record. Jeff Lynne produced along with Tom Petty and Mike Campbell and recording was done at M.C. Studios in Los Angeles, CA.

There were five singles released from this album. In order of release: I Won't Back Down, Runnin' Down A Dream, Free Fallin', A Face In The Crowd, and Yer So Bad.