Jimmy Greene – tenor saxophone (1,3,4,5,7,8,9,11), soprano saxophone (2,3,6,10), alto saxophone (3), baritone saxophones (3) / Kevin Hays – piano and Rhodes electric piano (1,3,6,8,11) / Ben Williams – bass (1,3,6,8,11) / Otis Brown III – drums and percussion (1,3,6,8,11) / Renee Rosnes – piano and Fender Rhodes (2,4,5,7,9,10) / John Patitucci – acoustic and electric bass (2,4,5,7,9,10) / Jeff “Tain” Watts – drums (2, 4,5,7,9,10) / Rogerio Boccato – percussion (2,5,9,10) / Mike Moreno – guitar (5,9,10)/ Sheena Rattai – vocals (3) / Jean Baylor – vocals (7)
1, Big Guy / 2. Stanky Leg / 3. Flowers / 4. Second Breakfast / 5. Fun Circuits / 6. Stink Thumb / 7. Someday / 8. December /9. Amantes / 10. Something About You / 11. Thirty-Two