Saxophonist, keyboardist, and bandleader Gordon Goodwin appeared on albums by Louie Bellson and Gil Scott-Heron in the late '70s prior to the release of his debut solo album, Close to the Edge, on Nova in 1983. He continued to work primarily as a sideman, as well as increasingly as an arranger and orchestrator during the rest of the '80s, the '90s, and the early 2000s, with appearances on albums by the Tom Kubis Big Band, Grant Geissman, Perri, Miles Osland, Michael Crawford, Mark Mancina/Trevor Rabin, Dennis Bono, Simone, and Dan Savant/Mike Watts, also serving as conductor on such soundtrack albums as Armageddon, Enemy of the State, and Gone in 60 Seconds. In 2000, he organized Gordon Goodwin's Big Phat Band, an 18-piece big band, to record Swingin' for the Fences, released by Immergent Records. His primary income may have come from his arrangements, orchestrations, conducting, and occasional playing on soundtracks (including The Majestic, The One, and Spy Kids 2), but his heart was with his Big Phat Band, which followed up Swingin' for the Fences on September 23, 2003, with XXL, an eclectic effort bringing in rock and pop influences as well as humor and featuring as guest stars Take 6 and Johnny Mathis.

Goodwin won a Grammy Award for his instrumental arrangement of the track Incredits on the soundtrack of the 2004 film #The Incredibles; the same year, he served as an orchestrator on the film #National Treasure. The third album by the Big Phat Band, The Phat Pack, was released on June 13, 2006. Guests included Dianne Reeves and David Sanborn, and the album reached the Billboard jazz chart, selling more than 15,000 copies in its first two years of release, a substantial amount for a big-band jazz record. Later in the year, Goodwin combined his two major musical activities when the Big Phat Band performed the musical score for the animated holiday film #Bah, Humduck! A Looney Tunes Christmas, also released on a soundtrack album. In 2007, Goodwin wrote the music for +Dogs, the Musical and conducted the score for the film #Snakes on a Plane. He also served as orchestrator and conductor on the 2008 film #Get Smart. The fourth Big Phat Band album, Act Your Age, appeared on September 1, 2008, featuring guest stars including Chick Corea, Dave Grusin, Patti Austin, Nathan East, and Lee Ritenour (who produced the disc). ~ William Ruhlmann, Rovi