This album, featuring bassist Masa Kamaguchi and legendary drummer Paul Motion alongside pianist Frank Kimbrough was recorded in a total of five hours at Palmetto's Maggie's Farm on April 26, 2005 with no rehearsal. Frank remembers the experience: "We played on a beautiful, sun-dappled spring afternoon in the country, set up in the same room…the day was intense, but comfortably so, the atmosphere friendly and enhanced by a true generosity of spirit".