In 2004 Eric Clapton held a three day festival in Dallas, Texas, called The Crossroads Guitar Festival, which featured J.J. Cale. This gave Clapton the opportunity to ask Cale to produce an album for him. The two started working together and eventually decided to record together. A number of high profile musicians also agreed to work on the album, including Billy Preston, Pino Palladino, Derek Trucks, Taj Mahal, John Mayer, and Doyle Bramhall II.

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