the album was recorded at blank tapes studio, new york city, in june 1978. the musicians were mabern on piano, electric piano and synthesizer, jamil nasser on bass, and walter bolden on drums. all of the compositions were written by mabern, with the exception of the title track, which was written by keno duke, a drummer with whom mabern played in the 1970s. on "too late to fall back baby", mabern uses a synthesizer to add horn sounds to his electric piano playing.