Like the band's eponymous record debut, The Paul Butterfield Blues Band, this album features traditional blues covers and the guitar work of Mike Bloomfield and Elvin Bishop. Unlike the debut album, Bishop also contributed guitar solos; drummer Sam Lay had left the band due to illness and was replaced by the more jazz-oriented Billy Davenport. The social complexion of the band changed as well; ruled by Butterfield in the beginning, it evolved into more of a democracy both in terms of financial reward and input into repertoire.