It's hard to imagine that Bill Frisell at 55 is the youngster of this group.

But he is by a long shot.

Not that it matters in terms of musicality; rather, it's that younger modernism and its involvement with different musical genres that make Frisell such a welcome foil for the likes of two heavyweights like Paul Motian and Ron Carter.

To say that this album is all over the place is an understatement.

Just look at the tunes: from the slippery little grooving blues of "Eighty-One" by Carter and his former boss Miles Davis to the ditty "You Are My Sunshine" by Jimmie Davis, Thelonious Monk's "Raise Four" and "Misterioso," and traditional tunes like "Pretty Polly" and Hank Williams' "I'm So Lonesome I Could Cry." These are just a few, but what they prove is everything.

These three musicians sound so comfortable, it's like they've been playing together for years.

There is great humor in the approach on some of these tunes, such as Carter taking a boogie break near the end of "Eighty-One," or the tight little counterpoint between Motian and Frisell on "Raise Four." The question as to whether the record swings or not is moot -- it does but in a very different and gentle manner.

Those who have decried Frisell's move toward country music in the last decade or so needn't be worried; no matter how songs are played (and they are played as songs), this is fully a jazz date with plenty of improvisation and strange asides.

Motian's musicality is one more element of the great edge this band has.

He's always pushing, however gently, always singing on his kit.

The rapport between Motian and Carter is wonderful on Lerner & Loewe's "On the Street Where You Live," and he and Frisell are nearly symbiotic -- check Frisell's "Monroe," or the Williams tune, or better yet the angles and corners on "Misterioso," where they paint themselves into such a tight corner it seems they'll never get out.

With Carter's solid time, they weave a tapestry that's as rich and humorous as Monk's, and he's snapping his fingers wherever he is now.

This is a solid and unexpected surprise from a brilliantly conceived collaboration.