By 1965 Miles Davis had gone through a handful of stages, from the Birth of the Cool nonet’s multihued orchestrations to the development of a hard-bop sound keeled on Davis’s mid-register wooziness and the band’s driving backbone in the “first” great quintet (featuring John Coltrane), to the modal freedom of Kind of Blue. So when the solidly established Davis convened a new quintet, known as his “second” great one, and hired youngsters Wayne Shorter, Herbie Hancock, Ron Carter, and Tony Williams, it seemed a skewed move. These six CDs show just how creatively and intelligently skewed the move really was. The material here, which has also been reissued on expanded single CDs of the main full-length original LPs (E.S.P., Miles Smiles, Sorcerer, Nefertiti, Miles in the Sky), is immediately and unceasingly startling. Davis & Co. were quickly discarding their live performance practice of playing loads of standards and were further discarding traditional melodic structures for more rigorous harmonic exercises. Shorter in particular, at times the most prolific composer in the band, was advancing his tunes and his solos in equal proportion. The tunes are increasingly sharp-edged and, with Williams driving the band with a categorical balance of abandon and control, loopily energized. Miles blows with tighter and tighter control of his tone even while the band seems to be finding all kinds of expressive freedoms that easily elongate into lengthier studies. Toward the end of this box, you’ll hear the seeds of the Miles that went on to unloose Bitches Brew. Even though the roots of the aggressively electric Miles are in these sessions, there are uncategorizable points of beauty strewn all over the tunes.



  1. E.S.P.
  2. R.J.
  3. Eighty-One
  4. Little One
  5. Iris
  6. Agitation
  7. Mood
  8. Circle
  9. Orbits
  10. Dolores
  11. Freedom Jazz Dance (Evolution Of The Groove)



  1. Gingerbread Boy
  2. Footprints
  3. Limbo (Alternate version)
  4. Limbo
  5. Vonetta
  6. Masqualero (Alternate Take/ Previously Unissued)
  7. Masqualero
  8. The Sorcerer
  9. Prince Of Darkness
  10. Pee Wee
  11. Water Babies



  1. Nefertiti
  2. Capricorn
  3. Madness (Rehearsal Take)
  4. Hand Jive (First Alternate Take)
  5. Hand Jive (Second Alternate Take)
  6. Hand Jive
  7. Madness (Alternate take)
  8. Madness
  9. Sweet Pea
  10. Fall
  11. Pinocchio (Alternate Take)



  1. Pinocchio
  2. Riot
  3. Thisness (Previously Unissued)
  4. Circle In The Round
  5. Water On The Pond
  6. Fun
  7. Teo’s Bag



  1. Paraphernalia
  2. I Have A Dream (Rehearsal Take/ Previously Unissued)
  3. Speak Like A Child (Rehearsal Take/ Previously Unissued)
  4. Sanctuary
  5. Side Car I
  6. Side Car II
  7. Country Son
  8. Country Son (Alternate Take)
  9. Black Comedy (Alternate Take/ Previously Unissued)



  1. Black Comedy
  2. Stuff
  3. Petits Machins
  4. Tout De Suite (Alternate Take)
  5. Tout De Suite
  6. Filles De Kilimanjaro