01. Only So Much Oil In The Ground
02. Come Back, Baby
03. It's Not The Crime
04. I Won't Leave Unless You Want Me To
05. Maybe It'll Rub Off
06. (To Say The Least) You're The Most
07. Willing To Learn
08. Give Me The Proof
09. It Can Never Be The Same
10. I Believe In Myself
11. Walkin' Up Hip Street

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Lenny Williams-lead vocals
Chester Thompson-organ, bass pedals, piano, clavinet, ARP synthesizer, vocals
Bruce Conte-guitar, vocals
Francis Rocco Prestia-bass
David Bartlett-drums, vocals
Lenny Pickett-1st tenor sax (all solos), alto sax, soprano sax, alto flute, clarinet, bass clarinet
Emilio Castillo-2nd tenor sax, vocals
Stephen Kupka-baritone sax
Mic Gillette-trumpet (solo on "Walkin' Up Hip Street"), trombone, vocals
Greg Adams-trumpet (solo on "Walkin' Up Hip Street"), fluegelhorn
David Garibaldi plays drums on "Willing To Learn"
Carter Collins plays congas

Strings arranged and conducted by Greg Adams
Concertmaster: Gerald Vinci

Produced by Emilio Castillo and Tower Of Power
Recorded and mixed at Record Plant, Sausalito
Engineers: Tom Flye and Alan Chinowsky
Assistant engineers: Kurt Kinzel and Cris Morris
Digital mastering by Lee Herschberg