alto saxophone, flute, flute [alto] Dave Tofani
alto saxophone, flute, flute [alto] Lawrence Feldman
tracks 14 arranged by [orchestral arrangement] Dave Grusin
tracks 4, 10 arranged by, co-producer, piano Burt Bacharach
artwork David Coleman
baritone saxophone, bass clarinet, bassoon Roger Rosenberg
tracks 3, 5, 11, 13, 14 bass Bob Magnusson
tracks 1, 4, 7 to 10, 12 bass Chuck Berghofer
tracks 2, 6 bass Dave Carpenter
bass trombone David Taylor
cello David Shamban
cello Stan Sharp
clarinet, tenor saxophone Charles Pillow
co-producer Stephanie Tyrell
co-producer, conductor, arranged by, guitar Bob Mann
drums John Guerin
engineer [additional] Carter Humphrey
engineer [additional] Steve Tyrell
mastered by Doug Sax
mastered by Robert Hadley
mixed by [assistant] Ryan Petrie
oboe, english horn Rick Heckman
tracks 2, 6, 10 percussion Paulinho Da Costa
photography by William Claxton
tracks 1 to 3, 5 to 9, 12 to 14 piano Alan Pasqua
tracks 11 piano Randy Kerber
producer Steve Tyrell
recorded by Bobby Ginsburg
recorded by Jeffrey 'Woody' Woodruff
recorded by [additional] Darwin Best
recorded by [additional] Doug Epstein
recorded by, mixed by Bill Schnee
tenor saxophone, clarinet David Mann
trombone Birch Johnson
trombone Dave Bargeron
trombone Keith O'Quinn
trumpet Glenn Drewes
trumpet Lew Soloff
trumpet Michael Leonhart
trumpet Robert Millikan
tracks 7, 9 vibraphone [vibes] Alan Pasqua
tracks 3, 5, 8 vibraphone [vibes] Bob Mann
viola Ed Persi
viola Harry Shirinian
viola Jorge Moraga
viola Keith Greene
violin Charles Everett
violin Dennis Molchan
violin Gerardo Hilera
violin Lisa Dondlinger
violin Lorenz Gamma
violin Mari Tsumura
violin Nancy Roth
violin Robert Peterson
violin Sam Formicola
violin, concertmaster Michael Markman
Recorded at Tyrell Studios and Schnee Studios, Los Angeles, CA. Additional recording at Deep Diner Studios, New York City. Mixed at Schnee Studios, Los Angeles. Mastered at The Mastering Lab, Los Angeles.

Excerpt from liner notes:
This album is dedicated to my mom, Christine Bilao Orlando (1920-2002). I have been proud of you my entire life. Your wit, your charm, your beauty, and most of all, your unfailing caring for others made you beloved by everyone who ever knew you. You never met a stranger........