Fear Itself was a short-lived psychedelic blues-rock band formed by Ellen McIlwaine in the late 1960s in Atlanta, Georgia. The band featured McIlwaine singing lead vocals as well as performing harmonica, rhythm guitar and organ. Chris Zaloom performed lead guitar, Steve Cook played bass guitar, and Bill McCord was on drums. (Steve Cook left Fear Itself after this album was recorded and Paul Album joined the group playing bass guitar.) Inspired by Jimi Hendrix and Cream, the group's sound was unique due in large part to the McIlwaine's gospel-bluesy voice and lyrics.