| 1		Got To Get On Bass – Jerry Watts Jr.
 Drums, Percussion – Michael Shapiro
 Guitar – Dwight Sills
 Keyboards – Mitchel Forman
 Tenor Saxophone, Alto Saxophone, Soprano Saxophone – Gary Meek
 Trumpet – Lee Thornburg
 Vocals – Scott Mayo
 Written-By Gary Meek
 2		Good Friends
 Alto Saxophone, Electronic Wind Instrument, Backing Vocals – Gary Meek
 Bass – Jerry Watts Jr.
 Drums, Percussion, Backing Vocals – Michael Shapiro
 Piano, Synthesizer, Backing Vocals – Otmaro Ruiz
 Written-By Gary Meek
 3		My Way Home
 Acoustic Bass – Dave Carpenter
 Drums – Michael Shapiro
 Piano, Synthesizer – Otmaro Ruiz
 Soprano Saxophone, Flute, Clarinet – Gary Meek
 Written-By Gary Meek
 4		Solos
 Acoustic Bass – Dave Carpenter
 Drums – Michael Shapiro
 Piano, Synthesizer – Otmaro Ruiz
 Soprano Saxophone, Flute – Gary Meek
 Written-By Gary Meek
 5		My Ship
 Percussion – Michael Shapiro
 Piano, Synthesizer – Otmaro Ruiz
 Tenor Saxophone, Clarinet – Gary Meek
 Written-By I. Gershwin, Weill
 6		Chorinho Pra Ele
 Clarinet, Flute, Bass Clarinet – Gary Meek
 Drums – Michael Shapiro
 Written-By Hermeto Pascoal
 7		Slam 10
 Alto Saxophone, Soprano Saxophone, Clarinet, Sampler – Gary Meek
 Bass – Jerry Watts Jr.
 Drums – Michael Shapiro
 Piano, Synthesizer – Otmaro Ruiz
 Written-By Gary Meek
 8		That's Why
 Alto Saxophone, Tenor Saxophone, Clarinet – Gary Meek
 Bass – Jerry Watts Jr.
 Drums – Michael Shapiro
 Piano, Synthesizer – Otmaro Ruiz
 Tabla – Ron Wagner
 Trumpet – Lee Thornburg
 Written-By Gary Meek
 9		Lost Dreams
 Acoustic Bass – Dave Carpenter
 Alto Saxophone – Gary Meek
 Drums – Michael Shapiro
 Piano – Otmaro Ruiz
 Written-By Gary Meek
 10		Scratch That Itch
 Drums, Percussion – Michael Shapiro
 Keyboards [Additional], Synthesizer, Soloist, Programmed By [Additional] – Mitchel Forman
 Tenor Saxophone, Alto Saxophone, Soprano Saxophone, Electronic Wind Instrument, Keyboards, Programmed By Gary Meek
 Written-By Gary Meek
 
 Recorded At Bill Schnee Studios
 Producer – Gary Meek, Michael Shapiro
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