As the title suggests, the album features Gill and Franklin's tribute to the "Bakersfield" sound with the duo performing songs from two Bakersfield icons, Buck Owens and Merle Haggard (who pens the album's liner notes).

The album was coproduced by Gill and Franklin and it was tracked in just two days at Gill's home studio. The duo were backed by John Hobbs, piano; Greg Morrow, drums; Willie Weeks and Brad Albin, bass; J. T. Corenflos, electric rhythm guitar; and Time Jumpers Kenny Sears, Larry Franklin,Joe Spivey, fiddles and Dawn Sears on harmony vocals. Gill played all the acoustic and electric guitar fills and solos.

"This is just as much a guitar record for me as it is a singing record," Gill says, "But it was fun for me to sing a whole record of the greatest songs ever. I guess what I'm real proud of is that when it's one of Buck's songs, I sing it very much in that vein. And the Haggard songs are very much in the vein he sang. With Buck's songs, you won't find much vibrato in my vocals, and with Merle's, it will come down to a low note and that quiver."

"This may be Vince's greatest project," Franklin declares. "What a showcase! I've heard him sing for 30 years, but he sings licks on this record I never heard before."

Merle Haggard adds "Vince and Paul offer a great new touch on a great old sound. It was great, certainly to hear my music done with the great touch of Vince and Paul. I feel highly complimented. But it was especially great to hear what they did with Bucks stuff. Some may not notice, but I for one knew how great Buck really was, first as a musician, then as an artist.