Blue Mitchell - Trumpet
Jesse Ed Davis - Guitar, Slide Guitar
Arthur Adams - Guitar
Mike Finnigan - Vocals (background)
Rosemary Butler - Vocals (background)
Gary Coleman - Percussion, Conga
Curley Cooke - Guitar
Bob Glaub - Bass
Jay Graydon - Guitar
Max Gronenthal - Vocals (background)
Gerald Johnson - Bass, Guitar
Abe Laboriel - Bass
Bill Meeker - Drums
Mike Melvoin - Arranger
Ben Sidran - Piano, Vocals
Phil Woods - Saxophone (Alto)
David Woodford - Saxophone (Tenor)
Sea Food Mama Singers - Vocals

1. Kiss in the Night (Sidran) - 3:20
2. You Got the Power (Sidran) - 3:12
3. Moose the Mooche (Parker / Sidran) - 5:18
4. Cadillac Kid (Sidran) - 3:36
5. That's Life I Guess (DeRose / Lewis) - 4:49
6. Doing You (Sidran) - 4:27
7. Tell Old Bill (Traditional) - 2:37
8. Mr. Bill Goes to Brazil (Woodford) - 2:55
9. Face Your Fears (Sidran)- 2:59