alto saxophone Don Myrick
alto saxophone George Patterson
arranged by Sonny Sanders
arranged by Tom Tom 84
arranged by [vocals] Eugene Record
arranged by [vocals] The Dells
art direction Gribbitt!
art direction Tim Bryant
bass Bernard Reed
bass Paul Richmond
cello Barbara Haffner
congas Otis Gould
contractor [strings] Phyllis McKenny
design Glenn Parsons
design Gribbitt!
drums Brian Grice
drums Morris Jennings
engineer Bill Bradley
engineer [assistant] David Mitchell
engineer [assistant] Jeff Palmer
engineer [assistant] Michael Ferraro
engineer [assistant] Mike Mason
engineer [assistant] Tom Miller
flugelhorn Elmer Brown
guitar Cornelius Hall
guitar Felton Crews
guitar Keith Henderson
illustration Stan Watts
keyboards Ronald Scott
keyboards Tom Washington
mastered by Ron Lewter
percussion Eugene Record
percussion Otis Gould
percussion Sonny Sanders
percussion Tom Washington
producer Carl Davis
producer Eugene Record
synthesizer Eugene Record
synthesizer Ronald Scott
synthesizer Theodis Rodgers
synthesizer Tom Washington
tenor saxophone Steele Seals
trombone Cy Touff
trombone John Avant
trombone Louis Satterfield
trombone Mike Meyers
trombone Rodney Clark
trumpet Bobby Lewis
trumpet Elmer Brown
trumpet Kevin Jordan
trumpet Marvin Davis
trumpet Michael Harris
trumpet Rahmlee Michael Davis
trumpet Ron Friedman
viola Arthur W. Ahlman
viola Rami Solomonov
viola Roger Moulton
violin Adrian Gola
violin David Edge
violin Deborah Miller
violin Elliott Golub
violin Everett Zlatoff-Mirsky
violin George Palermo
violin Helen Blazie
violin John Frigo
violin Karen Anita Nelson
violin Marlou Johnston
violin Peter LaBella
violin Phyllis McKenny
violin Sol Bobrov
Phonographic Copyright (p) 20th Century-Fox Record Corporation
Copyright (c) 20th Century-Fox Record Corporation
Recorded At Universal Recording Studio
Mastered At JVC Studios
Manufactured By RCA Records
Distributed By RCA Records
Digitally recorded at Universal Studios, Chicago
Mastered at JVC

This album is dedicated to the memories of Mrs. Odessa McGill, mother of Michael McGill;
and to Whitney Elith Reed, great niece of Chuck Barsdale.

Manufactured & Distributed by RCA Records, New York, N.Y.
©℗ 1981 20th Century-Fox Record Corporation
Printed in U.S.A.
Matrix / Runout: M-633-AS-A (Side 1 label)
Matrix / Runout: M-633-BS-B (Side 2 label)