"Goodbye Pork Pie Hat" was written onstage, not in a studio. On the night of March 15, 1959, someone stepped onto the bandstand at the Half Note to tell Charles Mingus that Lester Young had just died. Mingus was mid-set.

Alto saxophonist John Handy, who was on the stand, said Mingus dropped without warning into "a very slow, mournful blues in C minor." By the end of the set the core of the song existed. He went home and formalized it, adding more than the plain blues changes. By the time the Mingus Workshop reached Columbia's 30th Street Studio on May 5 and 12, the piece was in the book.

The album is almost all tribute. "Jelly Roll" honors Jelly Roll Morton, "Open Letter to Duke" sends three Mingus pieces back to Ellington, and "Fables of Faubus," named for the Arkansas governor who blocked school integration in 1957, arrived with lyrics Columbia refused to release; the instrumental still sounds furious. Jimmy Knepper recalled that Mingus brought no written arrangements. The band went straight to tape, and Handy played Young's instrument, the tenor, on Young's elegy.

What Mingus recorded across those two days was an argument about lineage: who built the music, what they were owed, and what happens when the bill comes due while the band is still playing.