| # | Name | Instrument |
|---|---|---|
| 1 | Herbie Mann | Flute |
| 2 | Sonny Sharrock | Guitar |
| 3 | Pat Rebillot | Piano |
| 4 | David "Fathead" Newman | Tenor saxophone, Flute |
| 5 | Andy Muson | Bass |
| 6 | Reggie Ferguson | Drums |
| # | Title |
|---|---|
| 1 | Memphis Underground |
| 2 | Oh How I Want To Love You |
| 3 | Percious Memories |
| 4 | I've Been Loving You Too Long |
| 5 | Hold On, I'm Coming |
| 6 | Spirit In The Dark |
| 7 | Respect Yourself |