The group's second album, cut late in 1967 amid their first major British success, is less focused than their first, but also presents a more majestic sound than its predecessor. The opening track, "World," is a poignant, even somber yet gorgeous ballad filled with clever lyrics, and highlighted by a quavering Mellotron accompaniment, a very close grand piano sound (anticipating elements of the Odessa album), and twangy fuzz-tone guitar. "And the Sun Will Shine" is an even more serious, regretful ballad that is bearable because it is also prettier than "World." The enigmatically titled "Lemons Never Forget" breaks up the mood with a harder rocking sound, just the group without any orchestra, dominated by a pounding piano and volume-pedal guitar. The most interesting aspect of "Really and Sincerely" — a song that descends into an even more emotionally melodramatic mood than "And the Sun Will Shine" — is its opening, which contains a musical phrase that seems to anticipate the group's disco-era "Nights on Broadway." "Birdie Told Me" is another tale of lost love that offers the variety of some leaner and tasteful electric guitar accompaniment. Side two of the original LP was more upbeat, opening with the group's catchy chart-topping British hit, "Massachusetts," followed by the cheerful "Harry Braff." "The Earnest of Being George" and "The Change Is Made" are attempts at a harder rock sound, featuring heavy guitar on both and an attempt at bluesy feel on the latter, while the title track is a trippy psychedelic number that closes the album on an upbeat note.