The trio was formed by drummer Jack DeJohnette and guitarist John Scofield, after conversations between the pair about how important Tony Williams was for them in that he provided musical influence as drummer and bandleader. Organist Larry Goldings, another admirer of Williams' uncanny sense of time and rhythmic pulse, was invited to join Scofield and DeJohnette to form the trio that pays tribute to The Tony Williams Lifetime band of the 1970s.