Formed by bassist Levin and drummer Bill Bruford (who had worked together as the rhythm section of King Crimson), the group also included guitarist David Torn and trumpeter Chris Botti.

In a review for The Washington Post, Mike Joyce described the album as "an unusually large and colorful musical mosaic," stating that it "alludes, intentionally or not, to a lot of pop, rock and jazz musicians and bands."

He concluded: "for all the album's obvious reference points, the musicians are too stubbornly willful to fall into any groove for long.

praised the track titled "Cracking the Midnight Glass," calling it "a mash-up of contrasting styles that's like the cherry on a sundae for those who like these collisions of genres.

"[4] Writing for Exposé Online, Jeff Melton called the album a "remarkable work led by possibly one of the best rhythm sections in modern music," and commented: "Although not as dark as any Crimson recording, B.L.U.E.