Penned during a short and inspired burst of creative outpouring, Thompson captured the awesome energy of his live show by recording the album in front of an audience. The songs were performed during a West Coast tour in February of this year, and the bulk of the performances that made the album come from three shows at the Great American Music Hall in San Francisco. "I don't think musicians playing on their own are particularly interesting, it's only when they play in front of an audience that something interesting happens," Thompson said in an interview at one of the shows. The musicians appearing on the album with Thompson are Pete Zorn (guitars, flute, sax, mandolin), Michael Jerome (drums), Taras Prodaniuk (bass), and Joel Zifkin (violin, mandolin). The album opens explosively with "The Money Shuffle", which Thompson says is "dedicated to our good friends on Wall Street who did such a fine job lately... It's just a mild satire." The resulting take is the antithesis of mild, building toward an absolutely scalding guitar solo. From this bracing start, the sequence rolls through traditionally rooted balladry ("Among the Gorse, Among the Grey"), an intriguing sharply drawn character study ("Here Comes Geordie"), image-filled observations ("Burning Man") and recollections of bygone eras ("Demons in Her Dancing Shoes", set in the East End of London in the '60s). "Sidney Wells" is a traditional murder ballad in modern dress, "Crimescene" is a raging reaction to the inexorable aging process. "A Brother Slips Away" is a moving elegy to friends the 61-year-old Thompson has lost within the last year, and "Big Sun Falling in the River" is a buoyantly Beatlesque instant classic. The record ends as dynamically as it began, with "If Love Whispers Your Name," a ballad in ¾ time that works itself up to a breathtaking wide screen climax.