FunkFreak75 Allan Holdsworth's first band--for which he wrote the majority of the material. It will not surprise anyone to learn that the music here is blues-rock based with very jazzy guitar. In fact, the music here--all ten of its songs--represent a direction of jazz-rock fusion that is rather unique in the prog/j-r fusion world--and one that has very seldom been approached again.

1. "The Castle" (2:55) the album opens with an Allan Holdsworth composition. Jazzy guitar playing syrupy chords all alone starts the song before the bass, drums, and guitars settle into a BEATLES-like blues-rock song over which Allan sings. He has a rather pleasant, unexceptional voice that sounds like a cross between RICHARD SINCLAIR, a young, higher-pitched Chet Baker, and demo-level GREG LAKE. The instrumental performances on the tune are full-on jazz rock with Mick Skelly's electric bass moving prominently in the foreground while the two guitars amply fill the sonic field with their sophisticated chord and riff playing. What a big, unexpected surprise! Like very little I've ever heard (before or since) for its instrumental jazz virtuosity and melodic Beatles/Caravan capriciousness. (9.25/10)

2. "Out of Confusion" (2:09) a whole-band composition that opens with a recording of a random conversation between the band members--one with levity and purpose--which leads into a rather wild expressly-Coltrane-inspired improvisation (mostly by Allan) over which one of the band members recites a poem. (4.333333/5)

3. "The Witch" (3:03) another Holdsworth composition, this one opens with snare and hi-hat-dominated (and stereotypic) jazz drum before the bass and guitars join in and the band settles into a with almost-Hawai'in slack-key style guitar chord play between and, sometimes, beneath the vocal. It's the ultra-Beat/jazzy flourishing that everybody does between the vocal passages that are interesting for their jarring million-mile per hour note exhibitions that impress and astound. Another impressive lyric with melancholy, almost-detached Astrud Gilberto/jazz delivery and affect. (8.875/10)

4. "Sweet Dry Biscuit"s (2:52) Holdsworth and company opening with some Charlie Christian/Wes Montgomery-caliber music (this is another Allan Holdsworth original) before his mellifluous voice joins in to settle the musicians down into a gentler support role while he provides a laid-back almost MICHAEL FRANKS- (though, more accurately, Astrud Gilberto-) like vocal. Wow! What a shocking revelation is this music, this album, this singer! And he was just 23-years old! And I love the jazzy sound engineering and mix of this with the instruments all up front and the slightly reverbed vocal track in the middle, just in front of the drums but behind/beneath the bass and guitars. (9.75/10)

5. "California Dreamin" (4:00) a cover of the classic Mamas & The Papas hit song, Allan has chosen to slow this down--way down--which is totally unexpected and absolutely genius. As one might expect, Allan gives this such an unique form that it becomes, at times, almost unrecognizable from its original form. I even love the high-speed improvisational work at the two-minute mark in which Allan fails: his mistakes and missteps lead to an actual pause and breakdown in the music! But then, like a good jazz musician, he picks it up again and tries once more. VERY impressive guitar playing. (8.875/10)

6. "Golden Lakes" (5:12) a very cool, even beautifully-textured song with excellent lead vocals of some great lyrics. Allan's vocal styling is so much more like some of the laidback 1960s French jazz/café chanteuses than anything I know from Britain. By the way, this is another Allan Holdsworth composition. The instrumental section that occurs after the second chorus, however, turns very blues-rock with some quite jazzy and quite experimental guitar play over some very VAN MORRISON-feeling music. Then it returns to the main motif for the gentle finish. (9.75/10)

7. "Not So Sweet Dreams" (5:00) another unique song (and, of course, a Holdsworth composition), here a very interesting jazz-chromatic play on some of the pop jazz standards of the 1940s by Cole Porter or perhaps George Gershwin. There are moments in which I feel I'm listening to Beatnik music as well as early King Crimson and/or Terje Rypdal--or a French chanteuse--or JAN AKKERMAN's solo work or work with Kaz Lux. It's really all-over the place yet quite beautiful and relaxing. (9.5/10)

8. "Is She Just a Dream" (4:33) credited to bassist Mick Skelly and Allan Holdsworth, this song opens up with an unusually-simple arpeggiated chord progression performed by the guitar before a dramatic drum roll redirects the band toward an unusually melodied jazz vocal motif that is interspersed with wild uptempo instrumental passages filled to the brim with jazz flourishes from guitars and drums--mostly playing all at once. This could be a BRUFORD song with ANNETTE PEACOCK's melodic sensibilities running the show. (Interesting that Allan and Annette would be working together on that first Bruford album.) An odd little duck that sits far outside the realms of pop/radio-friendly music but might be quite popular in an underground Beat coffee house. I still find it eminently impressive. (9/10)

9. "Blind Girl" (3:46) the first of two songs credited to guitarist Steven Robinson, one can tell from the opening notes and chords because this is nothing like the ultra-complex yet-very-melodic jazz-rock that Allan makes: it's actually more experimental, dissonant, and obtuse than Allan's compositions--even the vocal performance! And the chord progressions Steven uses are definitely distinctly different from those favored by Allan. I hear a lot of similarity to Paul Weller and Steve White's STYLE COUNCIL in the vocal sections (which are still sung by Allan despite this being Steve's song) of this one, but it is, in fact, more instrumental "Moonchild" like than pop-vocal. The vocal makes me think rather distinctly of Caravan's classic hit, "Golf Girl"--in many respects. (8.875/10)

10. "The Donkey" (10:42) the second and final Robinson composition ends the album with a nearly-eleven minute epic suite. It opens with a minute and a half of jazz drum soloing before walking jazz bass joins in, helping the drummer to usher in a structure so that the guitarists can also join in. When they do, it's a solo fest, first with the speed runs of one guitarist in the left channel while the other plays interesting support chords from the right side. At the 5:29 mark the right side guitarist gets his turn to fly and impress while the left side provides quite standard blues and jazz chords in support. At 7:45 the drums and guitars simply disappear, leaving bassist Mick Skelly to venture off on his own. His solo is interesting for his choice to slow down and work within the sparsity of a vacuum. All in all, this is my least favorite song on the album due to the fact that it is pure jazz with very little melody (and no vocals. Who would ever though you'd hear/read that an Allan Holdsworth song is lacking because it doesn't have vocals on it!?!?!?) (17/20)

Total Time 44:12

Definitely an unique listening musical experience. Not unlike King Crimson's "Moonchild" and early Penguin Café Orchestra or some of Terje Rypdal's most experimental works, there is a quietude to the sonic landscapes presented on this album that one rarely hears in recorded music--and something that one almost never hears on stage since the advent of loud rock 'n' roll power amps. With almost every song on this album I found myself thinking a lot of the small, quiet Beat/Beathnik poetry readings and bongo music often parodied in 1960s film and television (shows like The Many Loves of Dobie Gillis and Peter Sellers films), scenes that have much more in common with the music of this album than anything else I can conjure up. It is my strong feeling that this album qualifies as a musical masterpiece--a significant landmark in history--not only for its sophisticated performances and top notch musicianship, but for the utterly unique angle of jazz-rock fusion (and often Canterbury Style-like pop-jazz fusion) that Allan and mates created.

A-/five stars; a minor masterpiece of one of the strangest, most unique examples of jazz-rock fusion from the very earliest days of fusionhood; definitely an album that every so-called prog-lover should hear before they die. I'll even go so far as to exclaim that several of the songs on this album are among my all-time favorite Holdsworth songs--and sometimes for the presence of the smooth, very quirky vocals of Mr. H!