It was recorded on September 14 and 15, 2000, at Systems 2 in Brooklyn, New York, and was released in 2001 by OmniTone, Inc. On the album, which features original compositions, some of which were drawn from theater works, Carroll is joined by saxophonist Erica Lindsay, pianist Adegoke Steve Colson, double bassist Michael Formanek, and drummer Pheeroan akLaff.

[1][2][3][4] In a review for AllMusic, David R. Adler wrote: "There's a beautiful kind of daring in the music -- a rough tenderness in Carroll's trumpet tone, a palpable spiritual commitment from all the players involved... Carroll and his group unleash a highly adventurous sound while remaining within certain jazz parameters: planned solo rotation, distinct harmony and form, straight swing tempo.

"[5] Glenn Astarita of All About Jazz noted that, on the album, Carroll "demonstrates acute technical skills along with his stature as a gifted composer who here, reaps the benefits of a power house ensemble."

A strong freebop quintet session, it could be seen as extending the modal conception Miles Davis abandoned when he turned to electronic fusion in the early 1970s.

"[7] Writing for Bells, Henry Kuntz stated that the album features "music that's fresh, intelligent and dynamic, tight yet open," and wrote: "It swings, sings, probes, and has more of the engaging group interplay Baikida Carroll the musician and composer inspires.