[5] After coasting through the mid-1950s, James made a complete re-evaluation of where he was heading in his musical career.

Count Basie provided the impetus by making a significant comeback with his newly formed "16 Men Swinging" band, and James wanted a band with a decided Basie flavor.

This album is the first of three released on Capitol Records representative of the Basie style that James adopted during this period, with some of the arrangements provided by the former Basie saxophonist and arranger Ernie Wilkins, whom James hired for his own band.

Rich was billed as "Buddy Poor" since he was still under contract to Verve Records.

James was so pleased by the results from the first day of recording that he wore the same black-and-white striped shirt on the other sessions for the album.