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During the time between the breakup of British pop-wave band, Squeeze in late-1982 and its reformation in 1985, the group's founding songwriters, guitarists and vocalists Glenn Tilbrook and Chris Difford continued to work together. In addition to writing songs for Helen Shapiro, Paul Young, Billy Bremner and Jools Holland, and preparing the score for a musical revue, Labelled With Love, they continued to perform as a duo, Difford and Tilbrook. Working with David Bowie, Moody Blues, Thin Lizzy and T-Rex producer Tony Visconti, they collaborated on a duo album, Difford and Tilbrook, in July 1984.
Although it barely broke the top fifty on the British pop charts, the album had a profound effect on the two musicians. "The songs (on Difford And Tilbrook) are ones of emotional nature mostly," Tilbrook explained during a July 1984 interview, "and the corresponding change in my vocal approach was very emotional."
Difford and Tilbrook differed in the direction that they envisioned the album taking. While Difford conceived of a Sugar Hill-like rhythm section, Tilbrook wanted to pursue state-of-the-art, double-synthesizer, Euro-pop.