Sweet Spot's sophomore effort was a more casual gathering: a summit of talented friends. The horn section was eliminated and bass player, Jimmy Ives, was added. Ives, coming off tours with Buckwheat Zydeco, Mem Shannon and Terrance Simien, set out it write several compositions for his own project "First Offering". He brought two compositions to this recording: an ode to Mardi Gras, "Flambeaux", and the stellar soul cut "Never Get By". Keyboardist Evan Ehrhardt, no longer providing the bass lines, was less restricted and able to create on the fly. Ehrhardt stretches out with the electric piano on "Never Get By", and let's loose on his own organ jam "Key of Double E". Most notable was the addition of songstress Keena King on vocals. King's laidback approach and delivery inspire the rest of the band to "let it happen". King's composition "Daily Grind" sets the pace for the entire recording, starting slowly, darkly like a Donny Hathaway tune. "Half Past Midnight" is light with a catchy hook, in a slight bossa feel; King provides the vocal arrangements, reminiscent to Aretha Franklin's "Daydreaming". Ray Busche, co-founder/guitarist, provides five cuts, two of which were written with King. Upbeat jazz inflections permeate his contributions, including "Things Are Looking Up", "State Street Jump" and a rearrangement of "Funny How I Cry". "Show Me What" is a Ronny Jordan inspired cut, where hip-hop meets jazz. Joining Sweet Spot on drums, is founder of the New Orleans band Smilin' Myron, Andreas Argenti. Sadly, this version of Sweet Spot did not last long, with King and Ives relocating in the aftermath of Hurricane Katrina in 2005.