As recorded by the Thad Jones-Mel Lewis Orchestra on the album Suite For Pops, this second part of the suite spotlights solo flugelhorn in a beautiful ballad setting. Backed by warm woodwinds and expressive brass lines, the solo part consists of both written and improvised passages. A couple of short piano solos before the closing rubato lends dimension and contrast. Standard jazz ensemble plus solo flugelhorn & 2 F horns; saxes play flutes (2), clarinets (2) and bass clarinet (1).