The Mike Stuart Span evolved out of a Brighton-based group called the Mighty Atoms, which included vocalist Stuart Hobday and bassist Roger McCabe. By 1965, Hobday's early attempts at songwriting had secured a publishing contract with Lorna Music, and the Mike Stuart Span - a name created by reversing the singer's Christian names - was formed. In addition to Hobday and McCabe, the embryonic Span included Nigel Langham (guitar), Ashley Potter (organ) and a teenage drummer Gary 'Roscoe' Murphy.A liaison with local promoter / manager Mike Clayton, resulted in the replacement of Potter with Jon Poulter, and the addition of a four piece horn section. For economy this was soon reduced to two (Gary Parsley on trumpet and Dave Plumb on saxophone) as the band concentrated their efforts on American-derived soul music. However, within a few months, guitarist Langham fell to his death after leaping through an upstairs window whilst under the effects of LSD. The band subsequently became a resolutely drug-free zone, despite the blandishments of the encroaching psychedelic era.Recordings as the Mike Stuart Span.Following a session for the John Peel's Top Gear programme in May 1968, the Span was chosen as the featured group in a BBC Television series produced by documentary film-maker Paul Watson, called A Year In The Life. The episode charted the band’s progress over twelve months. Along the way they dismissed their manager and, thanks to a series of demonstration recordings reaching Clive Selwood, head of the UK branch of Elektra Records, the Span was duly signed to the label early in 1969. In the United States, label boss Jac Holzman immediately commissioned an album, but insisted on a change of name for the group Leviathan.

Rechristened Leviathan, Elektra launched their recording career in April 1969, with the simultaneous issue of two singles. Three of the chosen tracks - "Remember The Times", "Second Production" and "Time" had been initially been conceived as Span recordings, and the newly composed "The War Machine" completed the quartet. Elektra's media campaign was titled 'The Four Faces of Leviathan'. Despite the commercial failure of both singles, work continued on the band's album at Trident Studios. As a taster for the LP, a further single coupling "Flames" and "Just Forget Tomorrow" was recorded in the summer. By the time that it surfaced in October 1969, however, Leviathan had split up. Holzman stated dissatisfication with the album, and Bennett, who had returned to the band part-time, felt that he could earn more as a building site labourer.