Southern Pacific was a California-rock oriented band, modestly successful but somewhat ahead of their time. The group's sound was a mixture of Bakersfield-style country (think Buck Owens and Marle Haggard), California country rock and a whiff of R&B. Southern Pacific had more rock credentials than country, so they came to country with a harder edge, and covered rock songs (in a Bakersfield style) to go with their original material.
Lead singer Tim Goodman had released a rock-oriented solo album in 1981 (Footsteps, on Columbia), produced by John McFee and featuring guest appearance by several members of The Doobie Brothers. McFee, who had been with the Marin group Clover for most of the 1970s (who backed Elvis Costello and Carlene Carter for various projects), had replaced Skunk Baxter in The Doobie Brothers.
Drummer Keith Knudsen, who moved out to the West Coast in 1969 as part of Wisconsin's Mendelbaum Blues Band, was also a Doobie Brother after a stint with Lee Michaels. Bassist Stu Cook, who had replaced Jerry Scheff , was a member ofCreedence Clearwater Revival. Keyboardist Kurt Howell had replaced Glen D Hardin. Hardin and Scheff, who were on the first Southern Pacific album, had been members of both Emmylou Harris's Hot Band and Elvis Presley's TCB backup band.