It features keyboardist Don Grolnick, bassist Anthony Cox and drummers Johnny Vidacovich and Terri Lyne Carrington.

The album marks a shift from his later funk-oriented fusion recordings to hard swinging tracks with "almost boppish"[1] solos and a new focus on New Orleans rhythm and blues, covering two songs by The Meters and Huey "Piano" Smith and an original ("In the Cracks") with a second line groove.

Anthony Cox played with Scofield on a recording by saxophonist Gary Thomas a few months earlier (By Any Means Necessary).

Terri Lyne Carrington and Scofield first played together on a session led by pianist Niels Lan Doky in September 1988 (Daybreak).

Scofield and Anderson also recorded together with saxophonist Bennie Wallace on his New Orleans/ R&B influenced albums Twilight Time (1985) and Bordertown (1987), both featuring Dr. John.