This alternate take of "Three Bags Full" from the 1962 Takin' Off sessions preserves a second complete performance of Herbie Hancock's waltz composition, offering listeners a comparative study in jazz improvisation. Recorded at Blue Note's sessions with engineer Rudy Van Gelder, this version features the same solo order as the released take but with entirely different improvisational content. Freddie Hubbard opens with four choruses of trumpet at approximately 161 BPM in the waltz's D minor tonality, his solo here taking different melodic paths than the master take while maintaining the same high level of technical command. Dexter Gordon follows with four choruses of tenor saxophone at a slightly faster pulse, his naturally expansive style well-suited to the waltz's flowing character. Hancock closes with five choruses of piano, exploring different harmonic angles and rhythmic ideas than he chose on the released version. The waltz feel at approximately 165 BPM creates a gentle rhythmic framework that all three soloists navigate with confidence. Alternate takes from the Blue Note catalog have become increasingly valued by listeners and scholars, as they reveal the spontaneous nature of jazz creation and demonstrate how great musicians can produce multiple compelling performances of the same material. This take stands as a fully realized artistic statement in its own right.