tracks a1, a2, b1 to b3 arranged by John Tropea
tracks a1, a3 backing vocals Diva Gray
tracks a1, a3 backing vocals Jocelyn Shaw
tracks a1, a3 backing vocals Luther Vandross
bass Will Lee
tracks a2, b1 to b3 composed by John Tropea
tracks a4, b2 concertmaster [strings] Gene Orloff
engineer [assistant] Bobby Cohen
engineer [assistant] Cliff Hodsdon
engineer [assistant] Peter Roulinavage III
engineer [assistant] Sam Lewin
engineer [remix] Stephan Galfas
engineer [remix] Wayne Tarnowski
tracks b1, b3 flugelhorn, trumpet Alan Rubin
tracks b1, b3 flugelhorn, trumpet Jon Faddis
guitar John Tropea
tracks b1, b3 leader [horns, contracted by] Alan Rubin
tracks a4, b2 leader [strings, contractor] Kermit Moore
mastered by Bob Ludwig
tracks a2, b1, b3 orchestrated by John Tropea
producer Stephan Galfas
producer, executive producer John Tropea
producer, recorded by, engineer [remix] Charlie Conrad
recorded by Jeffrey M. Kawalek
recorded by, engineer [remix] Joseph Intile III
tracks b1, b3 reeds George Young
tracks b1, b3 reeds Lew Del Gatto
tracks b1, b3 reeds Lou Marini
tracks b1, b3 reeds Michael Brecker
tracks b1, b3 trombone David Taylor
tracks b1, b3 trombone Sam Burtis
tracks b1, b3 tuba Tony Price
Recorded and mixed at The House Of Music, West Orange, N.J., 1978.
Randy And Michael Brecker courtesy of Arista Records.
Richard Tee courtesy of Tapanzee Records.
Dave Sanborn courtesy of Warner Brothers Records.
The album was mixed with the use of the Aphex Aural Exciter.
Mastered at Master Disk New York, New York.

Matrix / Runout: 2222 (Mar-2222-A) (Side A Label [2222 is placed above parenthetical])
Matrix / Runout: 2222 (Mar-2222-B) (Side B Label [2222 is placed above parenthetical])
Matrix / Runout: MARLIN 2222- A I I I RL (Side A Etched)
Matrix / Runout: MARLIN 2222- B I I I RL (Side B Etched)
Matrix / Runout: MASTERDISK (Side A Stamped)
Matrix / Runout: MASTERDISK (Side B Stamped)
Matrix / Runout: MARLIN 2222-A-AM RL (Side A Etched, Variant 2)
Matrix / Runout: MARLIN 2222-B-AM RL (Side B Etched, Variant 2)