Bass – Gilda Boclé* (tracks: A1, B2, B3), Miroslav Vitous (tracks: A2 to B1)
Bass Clarinet – Bob Mintzer (tracks: B3)
Drums – Marty Richards
Flute – Bob Mintzer (tracks: A1)
Guitar – Mordy Ferber
Horn, Trumpet – Tiger Okoshi (tracks: A2, B1, B3)
Keyboards – Brad Hatfield (tracks: A1, B1, B3), Teese Gohl (tracks: A2, A3, B2)
Percussion – Naná Vasconcelos
Tenor Saxophone – Bob Mintzer (tracks: B2)

Track

A1. All The Way To Sendai 7:36

A2. 1369 9:38

A3. Song For Mitzi 3:43

B1. Formerly With No One 7:14

B2. A Minor Tune 6:53

B3. Flowers Affair 6:34