The album is quite experimental, featuring minimalist jazz, overplucked, buzzing acoustic guitars, and even wolves howling through "The Wolf That Lives In Lindsey". All of the lyrics are by Mitchell, while the music for four of the songs was composed by Mingus, three being new tunes, a fourth being his tribute to saxophonist Lester Young from his 1959 classic Mingus Ah Um, "Goodbye Pork Pie Hat", for which Mitchell wrote a set of lyrics.
For the second album in a row, Mitchell hired personnel from jazz fusion group Weather Report to play on the sessions. Mingus would also mark the first reunion of saxophonist Wayne Shorter and pianist Herbie Hancock in the studio since their spell as members of the Miles Davis band in 1969, although they had toured together as part of the tribute project for the Davis Quintet of the late 1960s, V.S.O.P.
The album is spliced with excerpts (labelled "(Rap)") from tape recordings provided by Sue-Graham Mingus, including a scat singing interplay between Joni and Mingus, and Charles and Sue arguing over his age at a birthday party. In "Funeral", Mingus and others discuss how long he'll live and what his funeral will be like. He refers to the Vedanta Society and asserts that "I'm going to cut Duke [Ellington]!". As it turned out, Ellington lived twenty years longer than Mingus. "God Must Be A Boogie Man" was the only song Mingus was unable to hear, having taken shape two days after his death; Mitchell posits in the liner notes that Mingus would have found it hilarious.
The artwork features several paintings by Mitchell of Mingus. It peaked at #17 on the Billboard Pop Albums chart.
In Memory Of Charles Mingus 1922-1979