"I was in awe of working with that band," Bill Holman says. "They had just had a two-week layoff, and I showed up with a bunch of new charts that called for some strenuous reading. But Basie made it easy for me. He just talked to the guys and everything went fine." It certainly did. Eight Holman originals and his ingenious treatments of two standards make this one of the best Basie records of the second half of the century. Holman energized Billy Strayhorn's "Something to Live For" in an arrangement perfect for dancing, even better for listening. He eulogized Strayhorn in "Swee'pea," one of several powerful blues in the album. Holman wrote beautifully for the band and left plenty of room for Basie's inimitable piano.

Tree Frog, Flirt, Blues for Alfy, Something to Live For, Plain Brown Wrapper, Swee'pea, Ticker, Too Close for Comfort, Told You So, The Git

with Sonny Cohn, Pete Minger, Bobby Mitchell, John Thomas, Jack Feierman, Al Grey, Curtis Fuller, Bill Hughes, Mel Wanzo, Jimmy Forrest, Eric Dixon, Danny Turner, Bobby Plater, Charlie Fowlkes, John Duke