Phil Woods- Alto Sax, Clarinet
Brian Lynch- Trumpet, Flugelhorn
Bill Charlap- Piano
Steve Gilmore- Bass
Bill Goodwin- Drums
Nelson Hill- Baritone Sax, Tenor Sax, Flute
Tom Hamilton- Tenor Sax
Bobby Routch- French Horn, Flugelhorn
Rich Chamberlain- Trombone, Euphonium
Recorded Mixed and Mastered by Kent Heckman, Red Rock Recording Studio
All Compositions by Quincy Jones with the exceptions of "Q's Delight" by Phil Woods
