Pete Jolly's second album released on Fred Astair's Ava Records is in many ways a continuation of the ideas that he presented on "Little Bird". Both albums were recorded in 1963 and showcase the new trio and its' updated sound. For this release, Chuck Berghofer on bass and Larry Bunker on drums are the core members, with the addition of Howard Roberts on guitar and Nick Martinis replacing Bunker on the first two tracks. Like its' sister recording, "Little Bird", this is a new sound from Pete Jolly, more lyrical and orchestral than his playing on previous releases for RCA, but with the virtuosity that has always been the hallmark of Pete's playing.