Written by: Donny Hathaway, Leroy Hutson

Performed by: Phil Upchurch (guitar), Aaron Dodd (tuba), John Lounsberry (French horn), Lenard S. Druss (tenor saxophone), Ethel Merker (French horn), Morris Ellis (trombone), Don Myrick (alto saxophone), Donny Hathaway, Donny Hathaway (electric piano, piano), Ric Powell (percussion), John Avant (trombone), Willie Henderson (baritone saxophone), Gary Slavo (trumpet), Johnny Board (tenor saxophone), John Howell (trumpet), Paul A. Teryett (French horn), Oscar Brashear (trumpet), Morris Jennings (drums (drum set)), Cliff Davis (alto saxophone), Cyril Touff (trumpet), Bobby Lewis (trumpet)