Kooper and Bloomfield had previously worked together on the sessions for the ground-breaking classic Highway 61 Revisited by Bob Dylan, as well as playing in support of his controversial appearance at the Newport Folk Festival in July of 1965. Kooper had recently left Blood, Sweat & Tears after recording their debut album with them, and was now working as an A&R man for Columbia. Bloomfield was about to leave Electric Flag, and at relative loose ends. Kooper telephoned Bloomfield to see if he was free to come down to the studio and jam; Bloomfield agreed, leaving Kooper to handle the arrangements. Kooper booked two days of studio time in May of 1968, and recruited keyboardist Barry Goldberg and bassist Harvey Brooks, both members of the Electric Flag, along with well-known session drummer "Fast" Eddie Hoh. On the first day, the quintet recorded a group of mostly blues-based instrumental tracks, including a modal excursion "His Holy Modal Majesty" reminiscent of "East-West" from the second Butterfield Blues Band album. On the second day, with the tapes ready to roll, Bloomfield did not show up. Needing to have something to show for the second day of sessions, to sit in for Bloomfield Kooper hastily called upon Stephen Stills, also in the process of leaving his band Buffalo Springfield. Regrouping behind Stills, Kooper's session men cut mostly vocal tracks, including "It Takes A Lot to Laugh, It Takes A Train to Cry" from Highway 61 and a lengthy take of "Season of the Witch" by Donovan. Some overdubbed horns were later added while the album was being mixed, and sales worth a gold record award were garnered from an album which cost just $13,000 to make. The success of this record opened the door for the "supergroup" concept of the late 1960s and 1970s.
01- Albert's Shuffle 02- Stop 03- Man's Temptation 04- His Holy Modal Majesty 05- Really 06- It Takes a Lot to Laugh It Takes a Train to Cry 07- Season of the Witch 08- You Don't Love Me 09- Harvey's Tune