Recorded in the spring of 1998 in Levon Helm's home studio in Woodstock, New York, it was released on September 15, 1998.

For the first time since the group reformed without guitarist and songwriter Robbie Robertson, there were more originals than covers.

Songs include "Last Train to Memphis", featuring guest guitarist Eric Clapton, Garth Hudson's solo instrumental closer "French Girls", Rick Danko's "High Cotton" and the ode to Ronnie Hawkins, "White Cadillac".

A limited pressing of the album was released in September 1998 on purple marble vinyl exclusively through the now-defunct site In the Studio.

[3] This is the only album released by the Band to include no contributions from vocalist-pianist Richard Manuel, who died in 1986.