In 1967 the great band from the North released their debut record. The Paupers, along with the Guess Who, were one of the first Canadian bands to capitalize on the British Invasion. They started releasing singles in 1965 with a lineup consisting of Denny Gerrard (Bass), Skip Prokop (Drums), Bill Marion (Guitars) and Chuck Beal (Guitars). Prokop and Marion handled all the songwriting chores on their first clutch of singles.

Their early sound was a classy mixture of roots music, blues and folk-rock (think early Byrds or Lovin’ Spoonful crossed with the Blues Project circa 1965). The band began rehearsing 14 hours a day, honing their setlist and evolving into one of the tightest bands around. They hit the hip Yorkville District of Canada, playing to packed out venues daily and in return this gained them immense popularity. Rumor has it that the Paupers blew the mighty Jefferson Airplane off stage one night. In 1966/1967, Bill Marion exited the band for reasons unknown, prompting the Paupers to recruit Adam Mitchell. Mitchell (guitar and vocals) proved to be an excellent songwriting partner for Prokop, and at this point the band set out to create their debut lp.