In 1963 Manfred Mann and Mike Hugg formed the Mann-Hugg Blues Brothers berfore changing the name to Manfred Mann. They had a few hits like “Pretty Flamingo” and “Do-Wah-Diddy- Diddy”. That band broke up in 1969 and Mann and Hugg formed Manfred Mann Chapter Three in 1969. This is their second and last recording fro 1970. Besides Mann on organ and Hugg on vocals and piano they have a drummer and bass player plus Mikes brother Brian on acoustic guitar and five woodwind and brass players. A great and interesting record in the Jazz and Progressive style. Side one has two great Jazz Rock tunes “Lady Ace” and “Poor Sad Sue” which has a Free Jazz style sax solo in the middle,an instrumental “Jump Before You Think” and two quiet gentle songs ,the acoustic “I Aint Laughing” and “It’s Good To Be Alive”. Side two has the nearly 16 minute “Happy Being Me” with two verses and a great La La La chorus that is rpeated instrumentally later in the song which moves from Jazz to Progressive and back to Jazz again before ending with some nice piano. “Virginia” closes out the record. This is a German re-issue from 1979 on the Bronze label. I bought this 20 or 25 years ago not sure where or what I payed for it. Another one I have never seen before. The cover and record are in very good shape. After this record Hugg left and Mann got new musicians and formed Manfred Mann’s Earth Band.