Iggy Pop had descended into dark place marked by heroin addiction and the dissolution of his band, only to have David Bowie come to the rescue by helping get the Iggy and the Stooges a new record deal and producing the album. On the resulting Raw Power LP, James Williamson's buzzsaw guitar replaced Ron Asheton's primal blues licks, and Iggy moved lyrically from playful and scary to aggressive and lurid. "I created 'Penetration' at Williamson's mother's house one afternoon," Iggy recalled. "From that riff and that vocal I was able to conjure with it." The two "conjured" the rest of the album after this song.