The Andy Kirk Orchestra was going through some major changes during the period covered by this CD. Tenor star Dick Wilson died prematurely; pop singer Pha Terrell had left; pianist and chief arranger Mary Lou Williams departed in early 1942 (Ken Kersey was her replacement on piano); and such interesting younger players as trumpeters Harold "Shorty" Baker and Howard McGhee and Al Sears on tenor gave the group a slightly different sound. Actually, the music on this CD (late-period swing) is consistently on a higher level than on most of the previous CDs in the Classics series. Highlights include "The Count," "Hey Lawdy Mama," "Boogie Woogie Cocktail" (featuring Kersey) and Howard McGhee's recording debut on the exciting "McGhee Special."