Don Byron, jazz clarinetist, takes a back seat to Don Byron, arranger and conceptualist. His "legitimate" clarinet is featured on the piano-clarinet duets and on the one solo clarinet cut, but most of the CD is given over to his meticulous vocal arrangements. Each tune has its own flavor with composers from many genres represented. Notably there are no 1930's show tunes, although Mancini's "Soldier in the Rain" and Sondheim's "The Ladies Who Lunch" extend that noble tradition. Ledford comfortably sings the rural Texas-flavored "It's Over" while O'Callaghan lifts "Glitter and Be Gay" into classic aria. Cassandra Wilson renders the sophisticated "The Ladies Who Lunch" sardonically and knowingly. Classic vocalese (the voice as instrument) is integrated into the ensemble on other tunes, producing a rich variety of sonorities. The early-Ellington tinged blend of voice and bass clarinet comes off intriguingly.

Caine, Byron, and the remaining musicians accompany with conviction and awareness.