When Oscar Peterson moved from Montréal to New York in 1949, then-17-year-old Paul Bley took over Peterson's residency at the Alberta Lounge on Peterson's recommendation; in his 20s, Bley played with Charlie Parker. Bley incorporated maverick pianist Lennie Tristano's approach to improvisation and collaborated with Charles Mingus, and in 1958 in Los Angeles famously put together a band with Ornette Coleman, Don Cherry, Charlie Haden, and Billy Higgins. His move into free improvisation in the groundbreaking Jimmy Giuffre 3 brought him acclaim. After moving to New York, he was one of the performers at the Cellar Café in Bill Dixon's 1965 four-day "October Revolution in Jazz" festival, which led to Bley being one of the co-founders shortly thereafter of the Jazz Composers Guild. It was in the midst of that fabled month that Bley recorded his first LP for ESP-Disk' (sixth overall to that point), Barrage. Bley returned to the studio for his second ESP-Disk' LP a bit less than two months later.

Closer finds Bley again heavily featuring then-wife Carla's compositions; she's credited on seven of the ten tracks, including two also heard on Barrage, "Batterie" and "And Now the Queen." They sound quite different on this quieter trio date, and the performances are more concise (no track tops the 3:30 mark). Paul Bley included one of his own tunes, "Figfoot," as well as Ornette Coleman's "Crossroads" and future-wife Annette Peacock's "Cartoon." Closer features Bley's distinctive pianism in one of its earliest recorded manifestations. The other players are fellow Jimmy Giuffre 3 member Steve Swallow (bass) and, in his recording debut, Barry Altschul (percussion).