"In a Silent Way" was assembled from takes from a three-hour session from Studio B at CBS 30th Street Studio in New York City, on February 18, 1969. "Shhh/Peaceful" was composed solely by Davis, while the opening and closing section to "In a Silent Way/It's About That Time" is based on Zawinul's "In a Silent Way" which he would record in its original form in 1970 for his third solo album "Zawinul" (1971). After Zawinul presented the tune to the group, it was rehearsed as it was originally written, but Davis wished for it to sound more rock-oriented and stripped the various chord changes to leave a more basic melody, allowing the band to play around it from a single pedal point. McLaughlin had some difficulty playing in the manner Davis wished of him, but found his way after the trumpeter suggested he play the guitar as if he were a novice. Davis maintained the belief that Zawinul was never happy with his adaptation and believed the album would have been less successful had its original arrangement been kept. Zawinul had expressed some irritation towards the rearrangement, in particular of two chords that he believed Davis was wrong to remove as the piece lacked a greater climax than it could have had if they were retained. Zawinul claimed he was responsible for the melodic bass line and descending melody to "It's About That Time" but was not credited. He blamed Macero for this as he "always put things together so that it came out as if Miles had written it. But that's not correct".