The music moves through five short sections which are played with no break. It isn't until some way into the final section that Fat's Waller's song, 'Ain't Misbehavin', the theme on which the piece is based, emerges fully. This witty work is rhythmically complex and uses a great variety of piano textures. It is a sophisticated and challenging piece for performance by advanced pianists and won the SPNM George Butterworth Award.