Recorded over two evenings, April 29th and 30th 2002, at the Louisville Palace in Louisville, Kentucky this set manages to combine both great playing and great sound. Union Station's core members, Dan Tyminsky on guitar, mando, and baritone vocals, Ron Block on banjo, guitar, and tenor vocals, and Barry Bales on acoustic bass, are joined by Jerry Douglas on dobro and Larry Atamanuik on drums.

In the spirit and set up of Elvis' 1968 concert special, Shania Twain's UP! CLOSE AND PERSONAL performance was filmed in front of an intimate audience that later aired as a NBC concert event special. This unique and magical concert experience containes over 60 minutes of footage including performances of some of Shania's biggest hits and an interpretation of the AC/DC classic "You Shook Me All Night Long," all accompanied by friends and multi-Grammy award winning Alison Krauss and Union Station.