Electric Piano – Dave GrusinOrgan – Eddie Louis*Soloist, Vocals – Valerie SimpsonWritten-By – John Sebastian, Mark Sebastian, Steve Boone

Soloist, Harmonica – "Toots" Thielmans*Written-By – Bob Russell, Quincy Jones

Flute – Hubert LawsSoloist, Vocals – Quincy Jones, Valerie SimpsonWritten-By – Aretha Franklin

Alto Saxophone – Phil WoodsSoloist, Vocals – Quincy Jones, Valerie SimpsonWritten-By – Ewan MacColl

Soloist, Harmonica – "Toots" Thielmans*Written-By – Quincy Jones

Soloist, Electric Piano – George DukeSoloist, Guitar – Dennis BudimirSoloist, Vocals [Group] – Quincy JonesWritten-By – Yvonne Wright

Soloist, Alto Saxophone – Phil WoodsSoloist, Trumpet – Cat AndersonSoloist, Vocals [Group] – Quincy JonesVocals [Additional Solos, Harmonica Help] – Three Beautiful BrothersWritten-By – Stevie Wonder

Soloist, Electric Piano – Bob JamesSoloist, Guitar – Dennis BudimirSoloist, Soprano Saxophone – Jerome RichardsonSoloist, Trumpet – Cat AndersonWritten-By – Dizzy Gillespie, Walter Fuller*

Soloist, Alto Saxophone – Phil WoodsSoloist, Harmonica – Tom Morgan*Soloist, Saxophone [Electric] – Ernie WattsWritten-By – Quincy Jones

Harmonica, Soloist, Performer [Guitar-whistler] – "Toots" Thielmans*Written-By – Bill Cosby, Quincy Jones