The second CD released on Globe Records is an all-instrumental piano-based American roots-style album. It's largely boogie-woogie, but also includes elements of blues, country and swing, and 12 of the 14 songs are original (the remaining two are Dahl-arranged medleys). The instrumentation is a variety of solo piano, piano/drum duets, piano/bass/drum trios, and quartets, with the addition of tenor sax or violin. Filling these positions are Kent Bryson and Bowen Brown on drums, Tim Wagar on bass, Rob Sudduth on tenor saxm (Huey Lewis, Rhythmtown-Jive), and Tom Rigney on violin - all veterans of the San Francisco Bay Area music community. Caroline is also featured on Rhythmtown-Jive albums.