Jimmy Haslip, drummer Vinnie Colaiuta, and guitarist Robben Ford are studio-savvy musicians whose musical connections date back to the 1970s. Back in 2001, they decided to record as a trio for the first time. In only three days of basic tracking they put together a set of 10 eclectic tunes that featured eye-popping musicianship and, particularly in Haslip's bass parts, lots of space.

“We wrote the songs with space in mind, actually,” said Haslip, who produced . “I like to open up spaces to allow other instruments to speak melodically or rhythmically. Thinking in these terms provides plenty of room to have a musical conversation – in other words, it leaves room for each musician to make a statement.

This is a prime rule in playing successfully within an ensemble.” Haslip is a lefty who plays a left-handed 6-string with the strings reversed – his low B string is where the high C is normally located and vice-versa. On all of the tracks he played his old pre-Gibson Tobias, a prototype of sorts for the Tobias Killer B, which Haslip helped design.

He changed basses only once, pulling out a Roscoe 6 for the . Haslip split his signal and went into two Dis: a stock Cabletech direct box and a Westlink DI. He recorded the Cabletech signal direct to Pro Tools, while the Westlink's signal went to an SWR Super Redhead amp with the tweeter turned all the way down, which was mic'd in a studio closet.

Back in June 2002, Jimmy Haslip offered up a track-by-track tour of the album. �.