After four years and three different labels, Benson signed with the A&M/CTI label in 1968. He was to be the replacement for their star Wes Montgomery, who had died earlier in the year. For his first album with the label, producer Taylor brought in all of the labels heavyweights, arranger Sebesky, engineer Rudy Van Gelder, and guest artists Herbie Hancock and Ron Carter. The album is mostly cover songs from artists as diverse as Aretha Franklin, The Monkees and Glenn Miller. It also contains a pair of original compositions and some reworkings of movie soundtracks.