The genesis of the unique, two-year Floratone project came when Frisell hooked up to jam with Chamberlain, best known for his expansive background in pop music, including two longtime associations with pop singer-pianist Tori Amos and the jazz-funk band Critters Buggin. The pair, both based in Seattle, had talked over the years of getting together, with the tapes rolling, to lay down free improvisations of their musical conversations. After they finally found time in their hectic schedules to commit in 2005 to a freewheeling, stream-of-consciousness session in Seattle, they turned the tapes over to Townsend and Martine, who took the raw material and sculpted songs.

"What we had to do first was capture lightning in a bottle where Bill and Matt would be able to just play free," says Townsend, who has a long-term relationship with Frisell and has served as the guitarist's producer on many occasions. "They both have so many tools at their disposal, and they play with tons of personality. Then Tucker and I took the music, found the nuggets, moved parts around, made loops, and shaped it all into pieces that are both groove-oriented and atmospheric."

Townsend likens the experience to a laboratory experiment. Martine, his mad scientist partner who is a producer, engineer and musician (currently playing in singer-songwriter Laura Veirs' band, Martine has also produced Veirs' three Nonesuch releases as well as The Decemberists' breakout album The Crane Wife), seconds that assessment. "We did some extreme editing, with a lot of cutting and pasting," he says. "We found the strongest bits, edited them all together as compositions and made a CD of 18 tracks that we sent to Bill and Matt."

"Lee and Tucker did an amazing job," says Chamberlain. "Bill and I had spewed out the improvs and they made sense of them. We could have never made an album of the spontaneous session we recorded. We jammed forever, which was a blast, and then they came in and did the hard part. It turned out to be a perfect collaboration."

Frisell agrees. "It was a convergence experience," he says. "Just Matt and me getting together for a weird jam session was one thing, but to have Lee and Tucker come in and make something of what we had done was like synchronicity. I couldn't help but think of Miles and Teo, the playing over and over and then sorting things out."

In the case of Floratone, the "sorting out" was just stage two. From there, the project moved into new phases of development. Frisell invited Viktor Krauss to lay down the bass lines. Then the guitarist wrote horn and string parts to build the pieces with a harmonic heft. Long-time musical partners Ron Miles and Eyvind Kang were enlisted to play those parts. "At each step, it was, let's see what's going to happen," says Martine. "Bill and Matt went back into the studio. Bill came up with melodies to make the compositional feel of the pieces stronger, and then Matt overdubbed new drum and percussion parts to accentuate the melody." He adds, "It was fun to see how all these pieces on the album came about, to see how the songs unfolded."

"It was a long budding process," says Townsend. "It couldn't have been more fun. It was a producer's dream, using Bill and Matt's explorations to create compositions."

To Frisell, Floratone stands as a significant recording in his all-encompassing oeuvre. "This was one of the most extreme in-the-studio projects I've ever been involved in," he says. "I'm really happy with how it came out. It feels like a band type of thing. I've worked with Lee and Tucker many times, with Lee as producer and Tucker as the engineer, but never like this. They made as many contributions as Matt and I did. Floratone is truly an album that was made with democratic decision-making at the forefront."