| # | Name | Instrument |
|---|---|---|
| 1 | George Duke | Piano, Keyboards |
| 2 | Claude Nobs | Harmonica |
| 3 | Rachelle Ferrell | Vocals |
| 4 | Al Jarreau | Vocals |
| 5 | Siedah Garrett | Vocals |
| 6 | Clifford Jordan | Tenor saxophone |
| 7 | David Williams | Bass |
| 8 | Charlie Persip | Drums |
| 9 | Ray Cooper | Percussions |
| # | Title |
|---|---|
| 1 | All Of Me |
| 2 | Foosh |
| 3 | Long As I'm Living |
| 4 | My Funny Valentine |
| 5 | What Are You Gonna Do |
| 6 | Teach Me Tonight |
| 7 | One Way |
| 8 | Satin Doll |
| 9 | Stormy Monday |
| 10 | Blues Improvisation |