The basic recording line-up- with Banhart on vocals and guitar; Noah Georgeson (producer of Banhart's last two albums, Little Joy, Bert Jansch and Joanna Newsom) on guitar and backing vocals, Greg Rogove (Priestbird) on drums and backing vocals; Luckey Remington (The Pleased) on bass and vocals and Rodrigo Amarante (Los Hermanos, Little Joy) on guitar and backing vocals- also included all the musicians involved played a part in arranging the songs recorded.

What Will We Be has a sunny, breezy feel with performances that evoke warm, lazy afternoons spent with good friends. The album is dominated by powerfully melodic, mid-tempo numbers played with relaxed expertise. But there's also ambitious stylistic range displayed with the inclusion of evanescent ballads like "Meet Me At Lookout Point," the epic riff-rocker "Rats" sprightly R&B flavored groovers on "Baby," and the sultry Latin-flavored stunner "Brindo," the Roxy-inspired "16th & Valencia, Roxy Music" among other pleasant surprises.

This is the second album Banhart has recorded with the same crew of players and all involved sound thoroughly comfortable, familiar and in synch with one another. It's accomplished, focused and straightforwardly handsome. Where Smokey Rolls Down Thunder Canyon sounded like friends brainstorming, sharing off-beat ideas and licks, What Will We Be sees them first and foremost addressing the particular needs of each individual composition. The vocal arrangements are noticeably more intricate yet crystalline with lush harmonies running through many of these numbers. The instrumental performances are still relaxed but very much on target.