As a creator and writer for The Alan Parsons Project, Eric Woolfson enjoyed the success of APP in the shadows. Woolfson wrote songs and lyrics for the Project, managing the band while Parsons took on the roll of Engineer and Producer.

Alan and Eric didn't always agree on what would make a good APP record, and some of Eric's tracks got left behind and unfinished.

All of the songs on That Never Was use Eric Woolfson's vocals. The album, revisiting and completing songs from many eras of Woolfson's life, was recorded at Abbey Road Studios with engineers Haydn Bendall and Austin Ince.