Lalah Hathaway - Vocals
Hiram Bullock - Guitar
Lenny White - Drums
Bernard Wright - Organ, Synthesizer, Clavinet, Synthesizer Bass
Joshua Redman - Sax (Tenor)
Ray Bardani - Engineer
Poogie Bell - Drums
Dean Brown - Guitar
Kenny Garrett - Sax (Alto)
Goh Hotoda - Engineer
Me'Shell NdegeOcello - Synthesizer, Vocals
Jason Miles - Programming
Bruce Miller - Engineer
Marcus Miller - Organ, Synthesizer, Flute, Guitar, Piano, Clarinet (Bass), Guitar (Bass), Guitar (Rhythm), Keyboards, Programming, Producer, Engineer, Sampling
Q-Tip - Speech/Speaker/Speaking Part
Michael "Patches" Stewart - Trumpet
David Ward II - Engineer
Jonathan Miller - Engineer
Roland Alvarez - Engineer

1. The Blues
2. Tales
3. Eric
4. True Geminis
5. Rush Over
6. Running Through My Dreams
7. Ethiopia
8. Strange Fruit
9. Medley
10. Brazillan Rhyme
11. Forevermore
12. Infatuation
13. Tales
14. Come Together