Written by: Richard Evans, Ric Powell, Phil Upchurch

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