Bassist Eldee Young and drummer Isaac "Red" Holt attended the American Conversatory of Music in Chicago together, and played together in a dance orchestra called the Cleffs, where they met pianist Ramsey Lewis and formed a popular jazz trio in 1956. After a decade as Lewis' rhythm section, Young and Holt split to form their own act in the wake of the trio's breakout pop hit "The 'In' Crowd." Hiring pianist Hysear Don Walker and christening themselves the Young-Holt Trio, they scored a quick Top 20 R&B hit with the infectious and silly "Wack Wack." Most of their material, recorded on several LPs for Brunswick, cut an invigorating soul-jazz groove that explored the territory between Jimmy Smith and Junior Walker, with dour bass, Ray Charles-inspired keyboards, faint scat vocals, and a live party ambience.