One glance at the personnel, which includes such popular "smooth" players as tenors Kirk Whalum and Boney James, trumpeter Rick Braun, and pianists George Duke and Jeff Lorber, could easily lead one to believe that this CD is filled with vacuous and mildly soulful background music. Actually, the playing on Downright Upright is a surprise, for most of the selections are reasonably creative renditions of soul-jazz. Four songs ("Cantaloupe Island," "Mercy Mercy Mercy," "Cold Duck Time" and "Chameleon") are standards given rightfully soulful treatments, and most of Bromberg's originals are worthwhile although a couple veer close to smooth. Most listeners knew that Kirk Whalum could play worthwhile jazz if placed in that context but the fine solos of Boney James and particularly Jeff Lorber will surprise many.

Less of a surprise is the virtuosic bass solos of Brian Bromberg, a master at tapping. None of the music on Downright Upright would be considered innovative and the style itself is more than 30 years old, but to hear these pop/jazz musicians challenging each other a bit is fun. One wishes that they did it more often. - Scott Yanow, All Music