alto saxophone, flute Jim Butler
baritone saxophone Rob Karns
baritone saxophone, bass clarinet Eric Forrest
bass Dave Foster
design [cover] Brian LeDoux
design [cover] Ruth Guajardo
drums Dave McArel
drums Fred Brunz
engineer [recording], edited by, mastered by Mike Aldridge
guest, piano Frank Mantooth
guitar Matt Geist
guitar Wayne Wilkinson
piano Farid Barron
piano Juan Alcala
tenor saxophone Brent Beech
tenor saxophone Geoff Torres
trombone Don Marchand
trombone John Pranter
trumpet Danny Seymour
trumpet Miles Johnson
trumpet Ron Horton
trumpet Shawn Ford
vocals Andre Rascoe
vocals Heather Conrad
vocals Lee Ann Mitchell
Recorded At The Fire Station
Recorded at The Fire Station, San Marcos, TX.