2005 freely improvised studio recordings from the duo of Ike Levin on tenor saxophone & bass clarinet and Joel Futterman on piano and, surprisingly, on soprano sax in duo with Levin, along with three trio recordings adding alto saxophonist Benjamin Tomassetti (who also engineered the session), all music collectively created "in the moment".

Pianist Joel Futterman pays a tribute to late alto saxophonist Eric Dolphy through six Dolphy original compositions, plus one Mal Waldron track and two Futterman originals referencing Dolphy's well-known Blue Note record, "Out to Dinner" parts one & two, each track unedited with no overdubs and the album presented in the sequence in which it was recorded.