extroverted tendencies—at least Shorter, Hancock and Williams sound quite different on their own Blue Note albums of the time. Yet the drummer's simple cymbal dance behind Davis' gentle "Water Babies" solo, and his melodic accompaniment for Shorter on the same piece, are still overwhelming. Carter also gets a chance to dance around Hancock's chorded spot.

The smoking "Capricorn" bears Miles' mark in the use of piano—Hancock lays out through most of the track and solos only with his right hand. Miles harks back to 1956 in his solo, but Carter and Williams boil and evaporate behind him in more contemporary fashion. The way Shorter's thoughts unravel, growing denser and more complex yet still referring to the theme, is marvelous. "Sweet Pea" (dedicated to composer and Ellington collaborator Billy Strayhorn) has a mysterious, floating theme statement. The intensely shaped sorrow in Miles' tone is buoyed by Spanish tinges in the rhythm section, Shorter's sound offers a beautiful complement, and Hancock offers homage to 1959 Bill Evans.

Both tracks on side two feature Hancock and Chick Corea on subdued electric pianos, with the keyboard on left speaker (probably Hancock) dominating throughout. Shorter's "Two Faced" sounds like a dry run for the In a Silent Way sessions; I find it more successful. Williams, Carter and the pianists converse with great spirit, and Shorter plays off the rolling keyboards brilliantly. The long Davis solo is a sustained sigh with more acute hurt occasionally cracking through. "Dual Mr. Tillman Anthony" is credited to one "W. Process" (Tillman is the first name of Anthony Williams' father); it's a funky, syncopated riff, 14 measures long, repeated for 13 minutes by Corea, Carter and bassist Dave Holland while the others cook. Miles is magnificent here, gliding over the line at his own internal, slower tempo while Hancock and Williams bubble around him. Shorter swaggers, recalling the tenor's historical lineage, and Williams takes the piece out.

Time has revealed this band to be as daring and fascinating as any in the long Davis career, and Water Babies contains some of its best music. There is simply so much happening here; hear it. (RS 237)

BOB BLUMENTHAL