[10][11] Faced with diminishing returns, by late 1962 his entire band quit, Hank Mobley to a solo career, and the rhythm section of Wynton Kelly, Paul Chambers, and Jimmy Cobb to work as a unit.

With club dates to fulfill, Davis hired several musicians to fill in: Frank Strozier on alto saxophone and Harold Mabern on piano, with George Coleman and Ron Carter arriving early in the year.

[17] Williams, then only 17 years old, had been working with Jackie McLean, and Hancock had already scored a hit single with "Watermelon Man", recorded by percussionist Mongo Santamaria.

[19] Two of the ballad tunes recorded in Los Angeles were old – "Baby Won't You Please Come Home", written in 1919 and a hit for Bessie Smith in 1923, while "Basin Street Blues" had been introduced by Louis Armstrong in 1928.

This is the last of Davis' studio albums with standards rather than band originals; they were gone by the time the quintet made its last personnel change, Wayne Shorter replacing Coleman in late 1964.