Kelly's compositions and arrangements are the primary stars of the album, with the ability to "simultaneously sound loose and tight," as one critic paradoxically put it. The album opens with a relatively straightforward adaptation/parody of "Camptown Races," then moves somewhat awkwardly into a slightly more funky soul-influenced number. More seamlessly moving forward,
one encounters a more relaxed form of swing and an adaptation of "Sweet Georgia Brown" originally written for Doc Severinsen's Tonight Show Band.
Trumpeter Jay Thomas makes a stirring tribute to his mentor, Conte Candoli, in a tribute by Joe La Barbera, and the old standard "You and the Night and the Music" provides a nice straightforward groove session with a subtle touch of bop sewn in. The bop continues to a degree in "Yada Yada," with notable solos again by Thomas as well as Pete Christlieb. A Basie tribute of sorts, "O.T.B.S" lays out a long relaxed session with a basic 12-bar blues structure, giving everyone in the band his own time to shine in a solo, and "Kathy's Waltz" is a more orchestral work (with a missing third beat in the waltz) in memory of Kelly's late wife. The album closes on a horn-based gospel groove of sorts with "The Refrigerator." Given the dearth of good
big-band arrangers out there in recent years, Kelly is a bright spot in a slightly rarefied field. For the musicality of his arrangements alone, the album is worth hearing. For the additional abilities of the bandmembers, the
album becomes one worth buying.