tracks 6, 11 acoustic bass Stanley Clarke
tracks 3, 7 arranged by Cornelius Mims
tracks 3 arranged by Donald Tavie
tracks 5 arranged by Jerry Peters
tracks 9 arranged by Monty Seward
tracks 1 arranged by Ollie Brown
tracks 2 to 5, 7, 10 arranged by Paul Jackson Jr.
tracks 10 arranged by Wayne Linsey
tracks 1 arranged by [background vocal arrangement] Ollie Brown
tracks 1 arranged by [background vocal arrangement] Phillip Ingram
tracks 1 backing vocals Ali-Ollie Woodson
tracks 8, 10 backing vocals Blanche Jackson
tracks 8, 10 backing vocals Fred White
tracks 7 backing vocals Howard Hewett
tracks 1 backing vocals J.D. Nichols
tracks 8, 10 backing vocals James Ingram
tracks 7 backing vocals Keith Washington
tracks 7 backing vocals Kipper Jones
tracks 8, 10 backing vocals Lynn Davis
tracks 1 backing vocals Mona Lisa Young
tracks 1 backing vocals Phillip Ingram
tracks 7 bass Cornelius Mims
tracks 4, 5 bass James Jamerson Jr.
tracks 1 cymbal [slick cymbals] Harvey Mason
design Mike Fink
tracks 3 drum programming Cornelius Mims
tracks 3 drum programming Donald Tavie
tracks 2 drum programming Paul Jackson Jr.
tracks 8 drum programming Robbie Buchanan
tracks 7 drums Derrick Organ
tracks 4, 5, 8, 10 drums Harvey Mason
tracks 6, 11 drums Leon Ndugu Chancler
tracks 1 drums Ollie Brown
tracks 9 drums [additional drums] Harvey Mason
tracks 4 flute Gerald Albright
guitar Paul Jackson Jr.
hair Regina Scott
tracks 3 keyboards Cornelius Mims
tracks 1 keyboards Greg Phillinganes
tracks 4 keyboards Jeff Lorber
tracks 5 keyboards Jerry Peters
tracks 9 keyboards Monty Seward
tracks 2 keyboards Paul Jackson Jr.
tracks 4, 8 keyboards Robbie Buchanan
tracks 7, 10 keyboards Wayne Linsey
tracks 2, 8 keyboards [additional keyboards] Jeff Lorber
make-up LaLette Littlejohn
management Earl Cole
mastered by Bernie Grundman
tracks 3 mixed by Anthony Jeffries
tracks 4 to 6, 8 mixed by Bill Schnee
tracks 2 mixed by Conley Abrams
tracks 1, 7, 9 to 11 mixed by Craig Burbidge
tracks 4 to 6, 8 mixed by [assisted by] Bob Loftus
tracks 7 percussion James "Timbali" Cornwell
tracks 1 percussion Ollie Brown
tracks 2, 4, 5, 10 percussion Paulinho Da Costa
photography by Todd Gray
tracks 4, 6, 11 piano [acoustic piano] Bobby Lyle
tracks 10 piano [acoustic piano] George Duke
tracks 3, 7 producer Cornelius Mims
tracks 5 producer Jerry Peters
tracks 9 producer Monty Seward
tracks 1 producer Ollie Brown
tracks 2 to 11 producer Paul Jackson Jr.
tracks 2, 4 to 6, 8, 10, 11 recorded by Conley Abrams
tracks 9 recorded by Monty Seward
tracks 3, 7 recorded by Paul Jackson Jr.
tracks 1 recorded by Steve Halquist
tracks 1, 2, 4, 5, 7 to 10 recorded by Tina Madison
tracks 10 recorded by Wayne Linsey
tracks 2, 4 saxophone [saxes] Gerald Albright
tracks 1 soloist [solos] Paul Jackson Jr.
tracks 1 synthesizer [synth, bass synth] Greg Phillinganes
Made By Specialty Records Corporation
© ℗ 1993 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States.
Printed in U.S.A.

Track 1: Produced and Arranged for Brown Sugar Productions.
Track 2, 4, 5, 6, 8: Produced and Arranged for Blanche's Third Productions.
Track 3, 7: Produced for Blanche's Third Productions and C-Note Productions.
Track 9: Produced for Word-Out Productions and for Blanche's Third Productions.
Track 10, 11: Produced for Blanche's Third Productions.

Track 1: Play One Publishing Co., adm. by Unichappell Music, Inc. BMI
Track 2, 4, 6, 8: Fat Jack The Second Music, BMI.
Track 3: Fat Jack The Second Music/Tagi Music, BMI/Cornelic Carlos Music, ASCAP.
Track 5: Golden Cornflake/Fat Jack The Second Music, BMI.
Track 7: Ensign Music Corp./Kear Music/Green Skirt Music, BMI.
Track 9: EMI April Music Inc./Monty Seward Pub. Co./Kimaya Little People Songs, ASCAP.
Track 10: Yellow Elephant Music, Inc./Edward Grant, Inc. ASCAP/Benny's Music/Dasnice Music, BMI.
Track 11: Fat Jack the Second Music/Clarkee Music, BMI.

Tracks 1, 2, 3, 4, 5, 7, 8, 9, 10: Recorded at Mankind Recording Studio, Encino, CA.
Track 4, 5, 6, 11: Recorded at The Music Grinder Recording Studios, Hollywood, CA.
Track 10: Recorded at Julius Productions.

Track 1, 3, 7, 9, 10, 11: Mixed at Aire L.A. Recording Studios, Glendale, CA.
Track 2: Mixed at Ameraycan Recording Studios, Hollywood, CA.
Track 4, 6, 8: Mixed at Bill Schnee's Studio, Studio City, CA.

Mastered at Bernie Grundman Mastering, Hollywood, CA.

This album is dedicated to the memory of my friend Jeff Porcaro.

Stanley Clarke appears courtesy of Epic/Sony Records
James Ingram appears courtesy of Warner Bros. Records
Mona Lisa Young appears courtesy of Quality Records
Harvey Mason appears courtesy of Warner Bros. Records
Howard Hewett appears courtesy of Elektra Entertainment, a Division of Warner Communications
Keith Washington appears courtesy of Qwest Records

Custom sticker appears on front of jewel case.

Barcode: 075678244124
Matrix / Runout: 3 82441-2 RE-1 SRC**03 M1S1 (Variant 1)
Matrix / Runout: 3 82441-2 RE-1 SRC**02 M2S3 (Variant 2)