During the Let it Rot lawsuits, Stig was very bothered by all of the suing, and just the bad direction in which the Rutles were going. He was also very upset that Dirk and Nasty barely let him write and sing songs on the albums. He decided to write a song about it, singing "I don't need your Bah-Bah". By "Bah-bah" he meant "Bah-bah, this song is bad", but some scholars also suggest an ovine influence. As usual, it was not allowed onto the remaining 2 Rutles albums. Stig finally got down to recording the song when making the All Things Fall Down triple album.
The All Things Fall Down triple album was produced by the Let it Rot producer, Still Phector. Phector used the well-known "Noise Fortress" technique in producing this song, which was recognized as a masterpiece by O'Hara fans world-wide. According to the most recent estimates, at least 600 musicians participated in the recording, making the record almost burst with noise. Here are some of the known ones.
- Stig O'Hara – vocals, electric guitar, teabag, slide guitar, backing vocals
- Erik P. Crapton – electric guitar
- Billy ThePirate – Electric piano
- Larry Rong – piano
- Pete Bacon – acoustic guitar
- Evan Thomas – acoustic guitar
- Joey Holland – acoustic guitar
- Bertrand Moovingvann – bass
- Barry Wom – drums
- Robby Locks – saxophones
- Jim Cash – trumpet, horn arrangement
- Mike Chimps – tambourine
- Still Phector – maracas, congas