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backing vocals Joe Turano
bass [acoustic & electric] Ken Wild
drums, producer Bob Wilson
engineer Andrew Hey
engineer Steve Sykes
engineer [assistant] Jeremy Olson
engineer [assistant] Josh Blanchard
engineer [assistant] Raymond Fletcher
engineer [assistant] Seth McLain
engineer, mixed by, mastered by Bernie Becker
engineer, mixed by, mastered by Dale Becker
guitar [acoustic & electric] Bud Nuanez
keyboards, saxophone, flute, producer, engineer Larry Williams
lead vocals Pauline Wilson
management, design, photography by Blue Johnson
percussion Michito Sanchez
saxophone, flute Kim Hutchcroft
trombone Bill Reichenbach
trumpet, flugelhorn Gary Grant
trumpet, flugelhorn Larry Hall
tracks 1, 4 vocals [special guest] Al Jarreau
Phonographic Copyright (p) Seawind Music Inc.
℗2009 Seawind Music Inc.
Recorded at Castle Oaks Studios, Calabassas, CA; Sage & Sound Studios, Hollywood, CA; LAFX Studios, Burbank, CA; Bernie Becker Mastering, Pasadena, CA; Willyworld Recordings, Los Angeles, CA.
Mixed and mastered at Bernie Becker Mastering, Pasadena, CA

Matrix / Runout: V233VRCL-20001 1
Rights Society: JASRAC