Personnel: Levon Helm (vocals, drums); Paul Butterfield (vocals, harp); Max Rebennack (guitar, keyboards, percussion, background vocals); Fred Carter Jr. (guitar); Sis Sharp, William Kurasch, Louis Kievman, Jesse Erlich (strings); Howard Johnson (baritone saxophone, tuba); Charles Miler (baritone saxophone); Lou Marini (saxophone); Tom Malone (trombone); Alan Rubin (trumpet); Emeretta Marks, John Flamingo, Jeanette Baker (background vocals); Booker T. Jones.

Recorded at RCO Studios, Woodstock, New York; Shangri-La Studios, Malibu, California; ABC Studios, Hollywood, California.

Levon Helm had plenty to prove after the demise of The Band. Not only was he tired of playing in the shadow of former Band leader Robbie Robertson, but he was also sick of Robertson receiving all the credit for the group's success. In recording this album, Helms left little to chance and brought along some of nation's most formidable musicians. Steve Cropper, Booker T. Jones, "Duck" Dunn, Dr. John, Paul Butterfield, and various horn blowing legends from Memphis all filed into Helm's home-recording studio in Woodstock, NY.

For all Helm's sour grapes concerning The Band, the mood he creates with the All Stars is light and jaunty--the sound of a damn good bar band playing for the hell of it. Moreover, former band cohort Garth Hudson and Robertson himself guest on the rollicking "Sing, Sing, Sing." The barreling "Milk Cow Boogie" and "Havana Mood" enforce Helm's already formidable reputation as a boot-stomping southern rebel, while the affecting "You Got Me" reveals a more plaintive side seldom seen with The Band.

Dirty Linen (Apr/May 93, p.65) - "...drenched in Southern R&B and rock-n-roll, held together by Levon's singing....The band may not have been as great as the sum of their parts, but this is still a fascinating record that is most welcome on CD..."