bass Jim Hughart
cello Anne Goodman
cello Nathan Gershman
concertmaster Bobby Bruce
tracks a3 to b2 conductor David Axelrod
tracks a1, a2, b3 conductor Earl Palmer
drums Earl Palmer
engineer [recording engineer], producer [associate] Jay Ranellucci
guitar Jay Graydon
guitar, guitar [solo] Billy Fender
illustration [cover] Basil Pao
illustration [insert] Deborah Emielity
keyboards Don Randi
liner notes Mike Harrison
management The Whittemore Corp.
mastered by Larry Boden
percussion Mayuto Correa
photography by Dean Cade
producer David Axelrod
producer Earl Palmer
reeds, woodwind Buddy Collette
reeds, woodwind Ernie Watts
tracks b1, b3 reeds, woodwind Jackie Kelso
reeds, woodwind William Green
trombone Benny Powell
trombone Jimmy Cleveland
trumpet Al Aarons
trumpet Bobby Bryant
vibraphone Gene Estes
viola Alexander Neiman
viola Gareth Nuttycombe
viola Rollice Dale
violin Arthur Brown
violin Bobby Bruce
violin George Poole
violin Janice Gower
violin John Santulis
violin Marilyn Baker
written-by, composed by, arranged by David Axelrod
Phonographic Copyright (p) MCA Records, Inc.
Copyright (c) MCA Records, Inc.
Manufactured By MCA Records, Inc.
Recorded At Capitol Studios
Mastered At MCA Recording Studios
Pressed By MCA Pressing Plant, Gloversville
Published By Scanian Music
Recorded at Capitol Studios, Hollywood, California. Mastering at M.C.A. Recording Studios, Universal City, California.

Dedicated to Art Macnow, James Tolbert, Don Wittenmore
Special Thanks: Joe Capetano, Joe Lipson, Sam and T.C. Russo, Barret Stoller, Dr. Carl Howard, Dr. Michael Gitter

Runouts are etched except ' ▣-G-▣' is stamped.

Rights Society: ASCAP
Matrix / Runout: MCA 1264 (Side A Label)
Matrix / Runout: MCA 1265 (Side B Label)
Pressing Plant ID: ▣-G-▣ (Side A & B Runouts)
Matrix / Runout: MCA 1264 W-3 ▣-G-▣ I (Side A Runout)
Matrix / Runout: MCA 1265 W-1 I ▣-G-▣ (Side B Runout)