The album was recorded on August 20 and 21, 1996, at Avatar Studios in New York.

[1] The personnel are Harold Mabern (piano), Christian McBride (bass), and Tony Reedus (drums).

[2] The material is "a set of off-the-beaten track tunes", plus "AON", an original.

[3] Mabern plays "Jeanine" "with pulsing, light-fingered percussiveness, from the treble repeat in the head through a riff-laden and unusually fitting fade-out".

[2] In that year, critic Gary Giddins wrote of Mabern's album that it was "perhaps his most satisfying to date".