This project, interpretations of ten songs written by , would not seem to have much potential from a jazz standpoint. But by reharmonizing the tunes and contributing inventive charts for a notable group of jazz players, arranger Bob Belden put together a very memorable set, turning pop material into creative jazz. Belden (who takes a tenor solo on "Children's Crusade") allocated solo space to such players as guitarists John Scofield, John Hart and Fareed Haque, pianists Billy Childs, Benny Green, Joey Calderazzo, Marc Copland and Kevin Hays, trumpeter Tim Hagans, tenors Rick Margitza and Kirk Whalum and altoist Bobby Watson. In addition, there is a vocal apiece by Dianne Reeves ("Wrapped Around Your Finger"), Phil Perry ("Sister Moon"), Mark Ledford ("Every Breath You Take") and Jimi Tunnell ("I Burn for You"), but the emphasis is on jazz improvizing.
For reasons never entirely explained, Bob Seger suffered a bit of a breakdown shortly after Ramblin' Gamblin' Man, so he decided to bring Tom Neme, a guitarist/pianist, into the Bob Seger System to help lighten the load and share the burden…