Steve Walsh began to experience writer's block prior to the recording, and his contribution to the album would ultimately be limited to co-authoring four songs (one of which he would not receive credit for). It fell on Kerry Livgren to fill the void, as he had done on Song for America. The new compositions retained much of the classically inspired complexity of Livgren's previous work. Kansas recorded the album at Studio in the Country in Bogalusa, Louisiana. The Studio in the Country was so named because, as Kerry Livgren described on In the Studio with Redbeard in the episode spotlighting Leftoverture that "It was in the middle of a swamp. We'd walk out of the studio and there would be gators in front of the studio, mosquitos the size of B-52s and at times armadillos would run into the control room, laughing."Leftoverture begins with the hit single "Carry On Wayward Son". Kerry Livgren wrote the song as a sequel to the final song, "The Pinnacle", from the previous album, Masque.