arranged by, conductor Oliver Nelson
art direction Acy Lehman
bass Ray Brown
bass guitar [fender] Carol Kaye
engineer Eddie Brackett
engineer [director of engineering] Val Valentin
guitar Howard Roberts
liner notes Leonard Feather
mixed by [remixed by] David Greene
organ Jimmy Smith
percussion Larry Bunker
photography by [cover photo] Don Ornitz
producer Esmond Edwards
tracks b3 soloist, tenor saxophone Plas Johnson
tracks b3 vocals Jimmy Smith
This Variant has Produced By written in full on label.

Recorded May 13 and 14, 1968, at United Recording Studios, Hollywood
Remixed at A & R Studios, New York City
Manufactured by MGM Records Division; Metro-Goldwyn-Mayer Inc.
®© Metro-Goldwyn-Mayer Inc./Printed in U.S.A.

Bruin BMI [A1]
Noslen Music Co. BMI [A2]
Carioca Music, Inc. BMI [A3]
Discus Music BMI [A4]
Colgems Music Corps. ASCAP [A5]
Edmy Music BMI [B1]
Williamson Music Co. ASCAP [B2]
Conrad Music BMI [B3]
Leo Feist, Inc. ASCAP [B4]
MGM Records – A division of Metro-Goldwyn-Mayer, Inc. – Made in U.S.A.

Matrix / Runout: MGS-1516 (A)
Matrix / Runout: MGS-1517 (B)