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Personnel: Lyle Lovett (vocals, acoustic guitar); Billy Williams, DesChamps Hood (acoustic guitar); Ray Herndon (electric guitar); Paul Franklin (steel guitar); Mark O'Connor (mandola, fiddle); John Hagen (cello); Steve Marsh (alto & tenor saxophones); Andy Laster (baritone saxophone); Matt Rollings (piano, Hammond B-3 organ); Leland Sklar, Richard Bennett (bass); Paul Leim (drums); Francine Reed, Harry Stinson, Rodney Crowell, Walter Hyatt, David Ball (background vocals).
While Lyle Lovett's first two albums were quirky expansions of the traditional country mold, they still bore strong musical ties to Nashville's past. With his third album, Lovett burned his country bridges and reinvented himself as, of all things, a post-modern big-band singer. Leading his horn-bedecked Large Band, Lovett picked up on the jazzy threads of his earlier albums and ran with them, coming off like some bizarre amalgam of Tony Bennett, David Byrne, and Conway Twitty.
Country fans confused by Lovett's earlier work must have been utterly bewildered by this stylistic turnaround. Nevertheless, as unlikely as a country artist surrounding by jazz/blues-blaring horns and delivering wry, existential, spoken-word epigrams in between riffs might seem, the song in question ("Here I Am") somehow became a hit, and endeared Lovett to a whole new non-country audience. The rest of the album is mostly filled with Lovett's trademark sarcastic/poetic lyrical mix backed by jazz changes, but there are a couple of country/folk-oriented tunes as well. A couple of these are heartbreakingly gorgeous, but the one that sticks out the most is a willfully odd cover of "Stand By Your Man" that furthered Lovett's growing reputation as an endearing oddball.

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