This recording is primarily live drum and percussion duets between Billy and Calvin; the exception being two vignettes with John Medeski on prepared and toy piano, and two drum machine pieces by Billy.

The session took place over a two-day period in a vacant film studio and soundstage in Brooklyn, NY. Billy had the idea to record some duets based on various thematic material he had compiled, and having played with Calvin on many occasions, he did not need to consider any other drummer for the recording: "Calvin is truly one of the most musical and intuitive drummers I've had the opportunity to play with. His polyrhythms and feel for phrasing is similar to my own style, which lends to the good chemistry between us." They set up a sort of drummer's playroom, which included two drum sets and a large percussion area. By alternately playing drum sets and percussion instruments, and trading off frequently, they were able to improvise and experiment more with sounds. The result is a richly diverse drum record with links to the past and the future of drumming.

Grant Calvin Weston started playing with Ornette Coleman's Prime Time band at the age of 17. He later joined James Blood Ulmer and John Lurie's Lounge Lizards. John Lurie, Calvin and Billy then toured and recorded together as a trio called The John Lurie National Orchestra for about two years.

Billy Martin is best known as the drummer for Medeski Martin and Wood. He has also recorded and performed with The Lounge Lizards, Bob Moses, Oren Bloedow, John Scofield, Cibo Matto and Iggy Pop.