Track listing

1. "Two Fisted Love" 4:03
2. "Cash In" 5:44
3. "Inspired Insanity" 3:56
4. "No Regrets" (Harry Tobias, Roy Ingraham) 2:58
5. "Sweet Disposition" 4:04
6. "All Over" 3:29
7. "Isn't It a Shame" 3:56
8. "Going Down for the Third Time" (Holland–Dozier–Holland) 2:33
9. "Pre-Dawn Imagination" 3:28
10. "There's a Boat Dat's Leavin' Soon for New York" (George Gershwin
    George Gershwin
    George Gershwin was an American composer and pianist. Gershwin's compositions spanned both popular and classical genres, and his most popular melodies are widely known...
    
    , Ira Gershwin
    Ira Gershwin
    Ira Gershwin was an American lyricist who collaborated with his younger brother, composer George Gershwin, to create some of the most memorable songs of the 20th century....
    
    , DuBose Heyward
    DuBose Heyward
    Edwin DuBose Heyward was a white American author best known for his 1925 novel Porgy. This novel was the basis for the play by the same name and, in turn, the opera Porgy and Bess with music by George Gershwin.-Life and career:Heyward was born in 1885 in Charleston, South Carolina and was a...
    
    ) 5:27

Personnel

• Phoebe Snow – acoustic guitar
  Steel-string acoustic guitar
  A steel-string acoustic guitar is a modern form of guitar descended from the classical guitar, but strung with steel strings for a brighter, louder sound...
  
  , guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  , vocals
  Singing
  Singing is the act of producing musical sounds with the voice, and augments regular speech by the use of both tonality and rhythm. One who sings is called a singer or vocalist. Singers perform music known as songs that can be sung either with or without accompaniment by musical instruments...
  
  , background vocals
• Kenny Ascher – keyboard
  Keyboard instrument
  A keyboard instrument is a musical instrument which is played using a musical keyboard. The most common of these is the piano. Other widely used keyboard instruments include organs of various types as well as other mechanical, electromechanical and electronic instruments...
  
  , electric piano
  Electric piano
  An electric piano is an electric musical instrument.Electric pianos produce sounds mechanically and the sounds are turned into electrical signals by pickups. Unlike a synthesizer, the electric piano is not an electronic instrument, but electro-mechanical. The earliest electric pianos were invented...
  
  
• Kenneth Bichel – synthesizer
  Synthesizer
  A synthesizer is an electronic instrument capable of producing sounds by generating electrical signals of different frequencies. These electrical signals are played through a loudspeaker or set of headphones...
  
  
• Ron Carter
  Ron Carter
  Ron Carter is an American jazz double-bassist. His appearances on over 2,500 albums make him one of the most-recorded bassists in jazz history, along with Milt Hinton, Ray Brown and Leroy Vinnegar. Carter is also an acclaimed cellist who has recorded numerous times on that...
  
   – acoustic bass
  Double bass
  The double bass, also called the string bass, upright bass, standup bass or contrabass, is the largest and lowest-pitched bowed string instrument in the modern symphony orchestra, with strings usually tuned to E1, A1, D2 and G2...
  
  
• Richard Davis – acoustic bass
• Jessy Dixon Singers – vocals, background vocals
• Gordon Edwards – bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  
• Steve Gadd
  Steve Gadd
  Steve Gadd is an American session and studio drummer, notable for his work with popular musicians from a wide range of genres.-Biography:...
  
   – drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  
• Don Grolnick
  Don Grolnick
  Don Grolnick was an American jazz and pop pianist and composer, most noteworthy for his work with artists such as Linda Ronstadt, James Taylor, Roberta Flack, Carly Simon, Bette Midler, Billy Cobham, David Sanborn, Marcus Miller, Bob Mintzer, Dave Holland and Steely Dan...
  
   – keyboard, electric piano
• Phil Kearns – vocals, background vocals
• Will Lee
  Will Lee (bassist)
  Will Lee aka William Franklin Lee IV is an American musician and bassist, best known for his work on the CBS television program The Late Show with David Letterman as part of the CBS Orchestra....
  
   – bass
• Tony Levin
  Tony Levin
  Tony Levin is an American progressive rock musician, specializing in bass guitar, Chapman stick and upright bass ....
  
   – bass
• Ralph MacDonald
  Ralph MacDonald
  Ralph MacDonald is an American percussionist and song-writer. He joined Harry Belafonte's band at age 17. He wrote the Roberta Flack and Donny Hathaway song "Where is the Love" with songwriting partner William Salter. Probably his best-known composition is the Grover Washington, Jr...
  
   – percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  
• Hugh McCracken
  Hugh McCracken
  Hugh McCracken is a rhythm guitar player and session musician, arranger and producer based in New York.Especially in demand in the 60s, 70s and 80s, he appears on many recordings by Steely Dan, as well as albums by Donald Fagen, Jimmy Rushing, Billy Joel, Roland Kirk, Roberta Flack, B. B...
  
   – acoustic guitar, guitar, electric guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  
• Phil Ramone
  Phil Ramone
  Phil Ramone is a South-African violinist, composer, recording engineer, and record producer.-Biography:As a young child in South Africa, Ramone was a musical prodigy, beginning to play the violin at age three and performing for Queen Elizabeth II at age ten...
  
   – vocals, background vocals
• Jerome Richardson – flute
  Flute
  The flute is a musical instrument of the woodwind family. Unlike woodwind instruments with reeds, a flute is an aerophone or reedless wind instrument that produces its sound from the flow of air across an opening...
  
  
• David Sanborn
  David Sanborn
  David Sanborn is an American alto saxophonist. Though Sanborn has worked in many genres, his solo recordings typically blend jazz with instrumental pop and R&B. He released his first solo album Taking Off in 1975, but has been playing the saxophone since before he was in high school...
  
   – saxophone
  Saxophone
  The saxophone is a conical-bore transposing musical instrument that is a member of the woodwind family. Saxophones are usually made of brass and played with a single-reed mouthpiece similar to that of the clarinet. The saxophone was invented by the Belgian instrument maker Adolphe Sax in 1846...
  
  
• Stuart Scharf – acoustic guitar, guitar
• Grady Tate
  Grady Tate
  Grady Tate, , is a hard bop and soul-jazz drummer and singer.He has played with Lional Hampton, Jimmy Smith, Grant Green, Lena Horne, Astrud Gilberto, Ella Fitzgerald, Miles Davis, Blossom Dearie, Chris Connor, Sarah Vaughan, Ray Charles, Cal Tjader, Peggy Lee, Bill Evans, Duke Ellington, Count...
  
   – drums
• Richard Tee
  Richard Tee
  Richard Tee was a pianist, studio musician, singer and arranger.Tee graduated from the High School of Music and Art and attended the Manhattan School of Music. Though better known as a studio and session musician, Tee led a jazz ensemble, the Richard Tee Committee, and was a founding member of the...
  
   – organ
  Organ (music)
  The organ , is a keyboard instrument of one or more divisions, each played with its own keyboard operated either with the hands or with the feet. The organ is a relatively old musical instrument in the Western musical tradition, dating from the time of Ctesibius of Alexandria who is credited with...
  
  , piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  , keyboard, electric piano
• John Tropea
  John Tropea
  John Tropea is a guitarist with extensive experience in the rock, pop, and jazz genres. Tropea has written for and played with major recording artists from around the world...
  
   – guitar, electric guitar
• Jimmy Young – drums

Production

• Producer: Phil Ramone
• Engineers: Glenn Berger, Phil Ramone
• Arranger: Howard Johnson
• Orchestration: Pat Williams
• Design: Ed Lee
• Photography: Frank Laffitte

Charts