01. Aunt Charlotte Trumpet, Soloist – Bobby Bryant 4:46
02. Mujer Extraña (Strange Lady) Flute, Soloist – Ernie Watts 9:18
03. Tony Poem Trombone, Soloist – Jimmy Cleveland 4:50
04. Mrs. O.J.A. Trumpet, Soloist – Bobby Bryant 5:38
05. Terri's Tune Flute, Soloist, Soprano Saxophone, Soloist – Ernie
Watts 6:44
06. Sandy 5:44

Bass – Jim Hughart
Cello – Anne Goodman, Nat Gershman*
Concertmaster – Bobby Bruce
Conductor – David Axelrod (tracks: A3 to B2), Earl Palmer (tracks: A1, A2, B3)
Drums – Earl Palmer
Engineer [Recording Engineer], Producer [Associate] – Jay Ranellucci
Guitar – Jay Gradon*
Guitar, Guitar [Solo] – Billy Fender
Illustration [Cover] – Basil Pao
Illustration [Insert] – Deborah Emielity
Keyboards – Don Randi
Liner Notes – Mike Harrison (9)
Management – The Whittemore Corp.
Mastered By – Larry Boden
Percussion – Mayuto Correa
Photography By – Dean Cade
Producer – David Axelrod, Earl C. Palmer*
Reeds, Woodwind – Buddy Collette, Ernie Watts, Jackie Kelso (tracks: B1, B3), William Green
Trombone – Benny Powell, Jimmy Cleveland
Trumpet – All Aarons*, Bobby Bryant
Vibraphone – Gene Estes
Viola – Alex Nieman*, Gary Nuttycomb*, Rollice Dale
Violin – Arthur Brown (2), Bobby Bruce, George Poole, Janice Gower, John Santulis, Marilyn Baker
Written-By, Composed By, Arranged By – David A. Axelrod*