Pictures at an Exhibition

The band performed their arrangement of Mussorgsky's piano suite from their first gig in August 1970. Emerson had seen an orchestral performance years earlier and bought the score, and Lake and Palmer both contributed arrangements and additions. The band's version uses four of the ten pieces, linked by Promenade sections and new group-written passages, among them Lake's acoustic The Sage. A first performance filmed and recorded at the Lyceum Theatre in London on 9 December 1970 left the band dissatisfied with the picture and sound, so they paid to record the Newcastle City Hall show on 26 March 1971 with the Pye Records mobile unit.

Emerson opened on the hall's Harrison & Harrison pipe organ, installed in 1928, after promising the Musicians' Union he would not stick knives in the console. The encore was Nut Rocker, arranged by Kim Fowley and recorded by B. Bumble and the Stingers in 1962. William Neal painted the cover.

Lake feared the classical content would invite comparison with the Nice and argued against releasing it before Tarkus. A budget-price plan was vetoed by Atlantic, and the band shelved the record until WNEW-FM in New York broadcast it in full and demand persuaded Atlantic to issue it at full price. It reached three in Britain and ten in the US, but disappeared from the UK chart after five weeks when a rule change in early 1972 excluded budget albums. British reviews were generally favorable and ELP won the Melody Maker poll for best group that year. In the US Robert Christgau gave it a D plus and Lester Bangs mocked it in Rolling Stone. A 2001 reissue added a 1993 studio version of the suite.