- Bass – Abraham Laboriel
- Drums – Carlos Vega
- Flute – Dave Valentin
- Guitar – Lee Ritenour
- Keyboards, Saxophone – Larry Williams
- Mixed By – Don Murray
- Piano, Keyboards – Dave Grusin
- Producer – Dave Grusin, Larry Rosen, Lee Ritenour
- Vocals – Diane Schuur
Recorded before a live audience at the Record Plant; Studio C, Los Angeles
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