| 1	Swing Hop Drums – Billy Kilson
 Guitar – Jon Herington
 Keyboards, Bass, Drum Programming – Jim Beard
 Soprano Saxophone, Tenor Saxophone – Bill Evans
 Trombone – Ken Meccia
 Trumpet – Wallace Roney
 Vocals – Loni Groves, Mark Ledford, Robin Beck
 Words By, Rap – Ahmed Best
 Written-By Bill Evans, Jim Beard
 5:34
 2	Escape
 Guitar – Jon Herington
 Keyboards, Bass, Drum Programming – Jim Beard
 Percussion – Manolo Badrena
 Scratches – Max Risenhoover
 Soprano Saxophone, Tenor Saxophone – Bill Evans
 Trumpet – Wallace Roney
 Written-By Bill Evans, Jim Beard
 5:59
 3	Reality
 Backing Vocals – Mark Ledford
 Drums – Billy Kilson
 Electric Bass – Ron Jenkins
 Guitar – Gary Poulson
 Keyboards, Drum Programming – Jim Beard
 Percussion, Backing Vocals – Manolo Badrena
 Soprano Saxophone – Bill Evans
 Words By, Rap – Ahmed Best
 Written-By Bill Evans
 6:19
 4	The Sunday After
 Backing Vocals – Mark Ledford
 Electric Bass – Mark Egan
 Guitar – Jon Herington
 Keyboards, Bass, Drum Programming – Jim Beard
 Percussion – Manolo Badrena
 Soprano Saxophone – Bill Evans
 Written-By Bill Evans, Jim Beard
 6:00
 5	Rattletrap
 Bass – Ron Jenkins
 Drums – Steve Ferrone
 Guitar – Gary Poulson
 Organ [Hammond B-3] – Jim Beard
 Tenor Saxophone, Alto Saxophone – Bill Evans
 Trumpet – Wallace Roney
 Written-By ill Evans
 4:36
 6	Flash In Dreamland
 Backing Vocals – Loni Groves, Mark Ledford, Robin Beck
 Guitar – Jon Herington
 Keyboards, Bass, Drum Programming – Jim Beard
 Soprano Saxophone – Bill Evans
 Vocals – M.C. 900 Ft Jesus
 Words By Mark Griffin
 Written-By Bill Evans, Jim Beard
 5:17
 7	Coravilas
 Backing Vocals – Loni Groves, Mark Ledford, Robin Beck
 Guitar – Jon Herington
 Keyboards, Bass, Drum Programming – Jim Beard
 Percussion – Manolo Badrena
 Soprano Saxophone – Bill Evans
 Strings – Chelsea Orchestra
 Written-By Bill Evans, Jim Beard
 7:39
 8	Easilee
 Bass – Victor Bailey
 Drums – Steve Ferrone
 Guitar [Lead] – Lee Ritenour
 Keyboards – Jim Beard
 Percussion – Manolo Badrena
 Rhythm Guitar – Jon Herington
 Soprano Saxophone – Bill Evans
 Written-By Bill Evans, Jim Beard
 4:55
 9	Undercover
 Drums – Steve Ferrone
 Electric Bass – Marcus Miller, Ron Jenkins
 Guitar – Gary Poulson
 Guitar [Solo] – Nick Moroch
 Organ [Hammond B-3], Loops [Drum] – Jim Beard
 Other [Party Vibe] – Bill Evans, Jim Beard, Mark Ledford, Loni Groves, Robin Beck, Nalini
 Percussion – Manolo Badrena
 Tenor Saxophone, Alto Saxophone – Bill Evans
 Written-By Bill Evans
 5:26
 10	La Di Da
 Backing Vocals – Mark Ledford
 Bass – Victor Bailey
 Drums – Jim Beard, Max Risenhoover
 Guitar – Jon Herington
 Keyboards – Jim Beard
 Percussion – Manolo Badrena
 Soprano Saxophone – Bill Evans
 Strings – Chelsea Orchestra
 Words By, Rap – Ahmed Best
 Written-By Bill Evans, Jim Beard
 5:55
 11	Armsakimbo
 Bass – Victor Bailey
 Drums [Additional] – Max Risenhoover
 Guitar – Jon Herington
 Keyboards, Drum Programming – Jim Beard
 Percussion – Manolo Badrena
 Soprano Saxophone – Bill Evans
 Written-By Bill Evans, Jim Beard
 4:38
 12	Aftermath
 Backing Vocals – Mark Ledford
 Drums – Steve Ferrone
 Electric Bass – Marcus Miller
 Guitar – Jon Herington
 Keyboards, Programmed By [Bass] – Jim Beard
 Tenor Saxophone – Bill Evans
 Trumpet – Wallace Roney
 Written-By Bill Evans, Jim Beard
 6:15
 13	Undercover (Remix - Marcus' Mad Flav)
 Drums – Steve Ferrone
 Electric Bass – Marcus Miller
 Guitar – Gary Poulson
 Guitar [Solo] – Nick Moroch
 Organ [Hammond B-3], Loops [Drum] – Jim Beard
 Other [Party Vibe] – Bill Evans, Jim Beard, Mark Ledford, Loni Groves, Robin Beck, Nalini
 Percussion – Manolo Badrena
 Tenor Saxophone, Alto Saxophone – Bill Evans
 Written-By Bill Evans
 5:30
 
 Producer, Engineer – Jim Beard
 
 Recorded at Unique Recording Studios (NYC) and Loft Studios (NYC), December 1995 and January 1996. Additional engineering at Unique Recording Studios (NYC) and A&M Studios (L.A.). Mixed at Carriage House Studios (Stanford, CT), January 1996. Mastered at Sterling Sound (NYC).
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