As Lake explained in an interview, the group's previous record, "Trilogy", was recorded with the use of 24-track machines and featured too many overdubs that made the music very difficult to recreate properly on stage. So the trio agreed to record an album that they could perform live. The rehearsal facilities equipped in the former cinema allowed the group to play live, then write, play live again, write again, etc., resulting in a feeling of addressing an audience, that would be alluded to in the well-known line "Welcome back, my friends, to the show that never ends...". During writing sessions around the end of 1972 and the beginning of 1973, the first two tracks began to take shape. One of them was the first movement of what would become the dominating composition of the forthcoming album, the epic "Karn Evil 9", and the other was an adaptation of the 4th Movement of Alberto Ginastera's 1st Piano Concerto. At nearly 30-minutes long, "Karn Evil 9" would consist of three movements (called "impressions"). Due to time limitations, the first movement initially had to be split into two parts between sides one and two of the vinyl record. Although the original Atlantic CD retained the division of the suite, subsequent editions have presented it in an uninterrupted version. All music of the epic was written by Emerson and can be described as a futuristic fusion of classical and rock themes. Structurally, the first and third movements are separated by an extended instrumental passage in spite of the whole composition having initially been conceived as an instrumental. All lyrics in the first movement are credited to Lake. To assist in creating lyrics for the third movement, he brought in lyricist Pete Sinfield, with whom Lake had worked at the time he was in King Crimson. Sinfield had been planning to make a solo album and had asked Lake for help to release it on Manticore. Lake had agreed that the record label would support Sinfield's project and additionally suggested his contributing to lyrics for the group's next album. Sinfield recalled: "I was half way through making a solo album when Greg called me to say that Manticore wanted to release it. The catch was that he wanted me to collaborate on lyrics for a long piece that had begun to take shape". The main theme of the epic is the battle between artificial and natural intelligence, which would end with a man being taken over by the computer he had invented. It had initially been titled by Emerson as "Ganton 9" after a fictional planet to which all evil and decadence had been thrown out.