Side 2 begins with "Night in the City", which Classic Rock History critic Brian Kachejian rated as ELO's 5th greatest song. The song itself takes on a "Mexico-infused" style with a verse melody reminiscent of the Beach Boys's song " Heroes and Villains", and Lynne and Groucutt singing in harmony in a "staccato" vocal style. "Across the Border" begins with the same "clanging train" sound effect used on the ABBA song " Nina, Pretty Ballerina" and a violin solo by Mik Kaminski. Billboard described the song as a "catchy rocker characterized by semi-classical elements." Guarisco attributed its disco sound to " Bev Bevan's steady drum work" and "pounding piano lines, delirous bursts of swirling strings, and endlessly overdubbed backing vocals mesh seamlessly to form an ornate but driving funhouse of pop hooks".
" Sweet Talkin' Woman" serves as the band's "first real step into the disco sound a string-laden pop tune whose dance-friendly edge helped it become a disco-era hit". Cash Box said that it begins "with simple chording which opens to a strumming beat" and that the " strings add panorama" and that "the vocals are characteristically crystalline and soaring." The following track is " It's Over", which takes on what Billboard Magazine described as a "classical feel". The song features a "tongue-twister section" where the song "stops dead", leaving only "slightly phased" vocals punctuated by Bev Bevan's drum hits. Guarisco as "a good example of Electric Light Orchestra's skill for mixing string-laden pop hooks with driving rock and roll", praising the "array of swirling string lines that dart in and out of the mix and some dazzling falsetto harmonies that interact with Lynne's lead vocal in call and response style". The opening track, " Turn To Stone", was described by Donald A. Out of the Blue was one of the first pop albums to have an extensive use of the vocoder, and helped to popularize it.
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