Recorded November 1965 in New York City. All compositions by Marion Brown. On later reissues the track "Exhibition" was replaced by "Mephistopheles" (comp. Alan Shorter) recorded at the same session with Alan Shorter but without Bennie Maupin. The covers of most of these reissues use the original track listing with "Exhibition" and include Bennie Maupin in the personnel, which caused some confusion among discographers.