It is the first album he made that did not use the producing team of Tommy LiPuma, Al Schmitt and Lee Hershberg. The album features lots of horns, strings, vocals and includes a large rhythm section all arranged and produced by John Simon. Franks, who is best known for his unique vocal style lends a hand not only on guitar, but also on banjo and mandolin. Also present here are some celebrated jazz figures.

All tracks written by Michael Franks.

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