alto saxophone, flute Mark Whitecage
alto saxophone, flute Thomas Keyserling
bass Kiyoto Fujiwara
clarinet Perry Robinson
drums Marvin "Smitty" Smith
engineer Kazunori Sugiyama
guitar Bill Frisell
tenor saxophone Lucky Ennett
tenor saxophone, flute Bob Hanlon
trombone Curtis Fowlkes
trumpet Stephen Haynes
trumpet Vance R. Provey
tuba Bob Stewart
vibraphone, baritone saxophone, flute, composed by, arranged by Gunter Hampel
vocals Art Jenkins
vocals Jeanne Lee
Recorded At Sweet Basil
Digital Recording February 4th 1985, 10PM - 2 AM at Sweet Basil, New York