arranged by Cheryl Dilcher
arranged by Jim Taylor
arranged by John Stronach
arranged by [strings] W. Michael Lewis
art direction, design Glenn Ross
backing vocals Frances Knott
backing vocals Ginger Blake
backing vocals Linda Dillard
bass Erik Scott
coordinator [artist coordination] Patti Blankenship
drums Craig Krampf
engineer Bruce Hensal
engineer John Stronach
executive-producer A.J. Cervantes
keyboards Steve Hardin
lead vocals, twelve-string guitar, guitar, acoustic guitar Cheryl Dilcher
management [direction] Jim Taylor
tracks a2 organ Al Kooper
percussion Joe Lala
photography by Bob Levy
photography by Buddy Rosenberg
producer Jim Taylor
producer John Stronach
tracks a5 rhythm guitar Al Kooper
rhythm guitar [additional] Joey Larsen
rhythm guitar [additional] Steve Lacey
rhythm guitar [electric], lead guitar Stephen Restaino
tracks b2 slide guitar [electric] Lowell George
tracks a1 synthesizer W. Michael Lewis
written-by Cheryl Dilcher
Manufactured By Butterfly Records (7)
Distributed By Butterfly Records (7)
Phonographic Copyright (p) Butterfly Records (7)
Copyright (c) Butterfly Records (7)
Published By Quixotic Gestures
Published By Blue Sailor Music
Recorded At Record Plant, Los Angeles
Mixed At Record Plant, Los Angeles
Mastered At Kendun Recorders
Recorded and mixed at The Record Plant, Los Angeles, California, August, 1977

All songs published by Quixotic Gestures Music/ Blue Sailor Music/ASCAP
©℗ 1977 Butterfly Records

Lowell George appears through the courtesy of [l1000]
Al Kooper appears through the courtesy of Kapusta Productions
Matrix / Runout: FLY-003-A Kendun Ⅴ 'I'M FLIPPIN' OUT, A.J.
Matrix / Runout: FLY-003-B Kendun Ⅴ
Rights Society: ASCAP