Rooney’s love of the Muscle Shoals sound prompted him to contact Spooner Oldham to play keyboards, and an introduction to drummer Jim Keltner soon followed.
Dixon knew that Rooney wanted a second keyboard player so he reached out to his good friend ‘the heartbreaker’ Benmont Tench who was thrilled to get the call. As Benmont would later kindly post on Instagram:
“JR! Getting to play with Spooner was a life-long dream for me. Thank you! Let’s do some more!”
To assist in laying down the grooves, Don Was and Chris Chaney share the bass, while Rusty Anderson and Mitch Easter are on guitars.
A unique blend of southern soul with a hint of the west coast evolves throughout the album. It is then embellished by the Uptown Horns, whose playing is interwoven with an ethereal style of backing vocals. The delicate merging of both demonstrates pure genius on the part of Dixon and his production.