Quincy Jones had jazz fans wondering when he released his killer Gula Matari album in 1970.

That set, with gorgeous reading of Paul Simon's "Bridge Over Troubled Water" with a lead vocal by none other than Valerie Simpson, pointed quite solidly into the direction Jones was traveling: unabashedly toward pop, but with his own trademark taste, and sophistication at the forefront of his journey.

Its follow-up, Smackwater Jack, marked Jones, along with Phil Ramone and Ray Brown in the producer's chair, and knocked purist jazz fans on their heads with its killer meld of pop tunes, television and film themes, pop vocals, and big-band charts.

The personnel list is a who's- who of jazzers including Monty Alexander, Jim Hall, Pete Christlieb, Joe Beck, Bobby Scott, Ernie Royal, Freddie Hubbard, Jerome Richardson, Ray Brown, Jaki Byard, Toots Thielemans, and many others.

But it also hosted the talents of new school players who dug pop and soul, such as Grady Tate, Bob James, Joe Sample, Chuck Rainey, Paul Humphries, Eric Gale, and others.

And yes, Simpson was back on this session in an epic reading of Marvin Gaye's "What's Goin' On,'" that featured Carol Kaye and Harry Lookofsky on soulful, psychedelic jazz strings and a smoking harmonica solo by Thielemans.

The title cut, of course, is a reading of the Gerry Goffin and Carole King number, done in a taut, funky soul style with Rainey's bassline popping and bubbling under the entire mix and James' Rhodes and Thielemans' harmonica leading the back until the funky breaks by Tate, and some tough street guitar by Arthur Adams host an enormous backing chorus and a "mysterious" uncredited male lead vocal.

Other highlights include a rocking version of the television theme from Ironside, and "Hikky-Burr," the now infamous theme from the Bill Cosby Show with a guest vocal from Bill.

The version of Vince Guaraldi's "Cast Your Fate to the Wind" is one of the loveliest tracks here, and sets in stone a gorgeous model for the meld of complex jazz harmonics and a lithe pop melody.

The album's final cut is a Jones original that sums up the theme of the entire album.

Entitled "Guitar Blues Odyssey: From Roots to Fruits," it travels the path of Robert Johnson and Skip James through toJimi Hendrix and Eric Clapton with stops along the way at Charlie Christian, Wes Montgomery, and Grant Green.

Guitarists Beck, Hall, and Gale, as well as Freddie Robinson, all do their best mimicking on this lovely, musical, labyrinthine montage that moves back and forth across musical history.

It works like a charm with Brown's upright and Rainey's Fender (electric) bass work (alternately), and the beatcraft of Tate.

This set has provided some key samples for rappers and electronic music producers over the years -- and there's plenty more to steal -- but as an album, it is one of Q's true masterpieces, recorded during an era when he could do no wrong, and when he was expanding not only his musical palette, but ours.