Personnel: George Benson (guitar); John Frosk, Alan Rubin, Joe Shepley (trumpet); Jim Buffington, Brooks Tillotson (French horn); Wayne Andre, Garbett Brown, Warren Covington, Paul Faulise (trombone); George Marge (flute, piccolo, English horn); Al Regni (flute, clarinet); Phil Bodner (alto flute, English horn, clarinet); Ray Beckenstein (flute); Seymour Barab, Frank Levy, Jesse Levy, Charles McCracken, Alan Shulman, Paul Tobias (cello); Margaret Ross (harp); Kenny Barron (piano); Phil Upchurch (guitar, bass, percussion); Ron Carter (bass); Steve Gadd (drums).

Recorded at Van Gelder Studios, New Jersey on May 29-30 and June 20, 1974. Includes liner notes by Didier C. Deutsch.

Although originally titled and released as BAD BENSON in 1974, subsequent reissues were titled TAKE FIVE, to prevent misunderstanding on the part of the public as to the content of the album (i.e. Benson's "worst"). Also, the two bonus tracks finally restore the original recording session track sequence.

Q (4/02, p.130) - 3 out of 5 stars - "...George warms up for mainstream success with a deft reading of Paul Desmond's lounge jazz standard 'Take Five'..."

Mojo (Publisher) (6/02, p.125) - "...Finds the guitarist in swaggering form..."