On the album, core Project Z members Jimmy Herring (guitar), Ricky Keller (bass), and Jeff Sipe (drums) are joined by guest artists Greg Osby (saxophone) and Jason Crosby (keyboards).

[1][2][3][4] The album is dedicated to Ricky Keller, who died in June 2003, and who had been given the nickname "Lincoln Metcalf" by Col. Bruce Hampton.

This is the album that Herring has always had the potential to make, combining all of his diverse influences into a cohesive musical statement.

These are musicians of the caliber that listeners will want to hear how they interact in the most daring and vulnerable setting possible--and there are very few if any deliberate or false steps in the mix."

He concluded: "Few recorded electric band excursions into free improvisation since Weather Report or King Crimson have produced such a powerful and whimsical result.