After his wildly successful studio albums Just As I Am & Still Bill, & the impressive live album Live at Carnegie Hall, Withers got to pick his own band to back him up. He chose members of Charles Wright & the Watts 103rd Street Rhythm Band, a group that rose to fame in the funk scene in the early seventies. The album is filled with plenty of melancholy reflections from a genuine soulman who came across more as a West Coast singer/songwriter.