Phil Woods, alto and soprano saxophones
Mike Melillo, keyboards
Steve Gilmore, bass
Bill Goodwin, drums
Ralph MacDonald, percussion
Sam Brown, guitar
Charles McCracken, cello
String and brass players include:
Gene Orloff, Barry Finclair, Max Pollikoff, Harry Lookofsky, Paul Gershman, Leo Kahn, Al Brown (strings)
Jon Faddis, Randy Brecker, Joe Shepley, Burt Collins, Wayne Andre, Tom Malone, Jim Buffington, Tony Price (brass)
Orchestra assembled by Emile Charlap

Tracks:
1. The Sun Suite (Woods)
2. At Seventeen (Ian)
3. Gee (Melillo)
4. B Side D (Woods)
5. Chelsea Bridge (Strayhorn)/Johnny Hodges (Woods)
6. body And Soul (Green/Heyman/Sour/Eyton)
7. Mimi (Rodgers/Hart)
8. Sacré Coeur (Woods)

All selections orchestrated, arranged and conducted by Phil Woods except Gee orchestrated, arranged and conducted by Mike Melillo