Track listing

1. "Maestros de Las Frecuencias Bajas" (Stanley Clarke
   Stanley Clarke
   Stanley Clarke is an American jazz musician and composer known for his innovative and influential work on double bass and electric bass guitar as well as for his numerous film and television scores...
   
   ) – 2:52
2. "Thunder" (Marcus Miller
   Marcus Miller
   Marcus Miller is an American jazz composer, producer, and multi-instrumentalist. Miller is best known as a bassist, working with trumpeter Miles Davis, singer Luther Vandross, and saxophonist David Sanborn, as well as maintaining a prolific solo career...
   
   ) – 6:37
3. "Hillbillies on a Quiet Afternoon" (Victor Wooten
   Victor Wooten
   Victor Lemonte Wooten is an American bass player, composer, author, and producer, and has been the recipient of five Grammy Awards....
   
   , Clarke) – 6:13
4. "Mongoose Walk" (Wooten, Miller, Clarke) – 5:59
5. "Los Tres Hermanos" (Miller) – 5:25
6. "Lopsy Lu - Silly Putty (Medley)" (Clarke) – 6:14
7. "Milano" (Miller) – 4:22
8. "Classical Thump (Jam)" (Wooten) – 4:50
9. "Tutu" (Miller) – 5:05
10. "Lil' Victa" (Clarke) – 4:13
11. "Pendulum" (Clarke, Miller, Wooten, Antoinette Clinton
    Butterscotch (performer)
    Antoinette Kai'Maiya Clinton , known by her stage name Butterscotch, is an American beatboxer/singer/pianist.- Early life :...
    
    ) – 4:18

1. "Lemme Try Your Bass (Interlude)" (Clarke, Miller) – 0:59
2. "Grits" (Miller) – 5:26

SMV

• Stanley Clarke
  Stanley Clarke
  Stanley Clarke is an American jazz musician and composer known for his innovative and influential work on double bass and electric bass guitar as well as for his numerous film and television scores...
  
   – bass guitar
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  , double 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...
  
  
• Marcus Miller
  Marcus Miller
  Marcus Miller is an American jazz composer, producer, and multi-instrumentalist. Miller is best known as a bassist, working with trumpeter Miles Davis, singer Luther Vandross, and saxophonist David Sanborn, as well as maintaining a prolific solo career...
  
   – bass guitar, bass clarinet
  Bass clarinet
  The bass clarinet is a musical instrument of the clarinet family. Like the more common soprano B clarinet, it is usually pitched in B , but it plays notes an octave below the soprano B clarinet...
  
  , 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...
  
  s
• Victor Wooten
  Victor Wooten
  Victor Lemonte Wooten is an American bass player, composer, author, and producer, and has been the recipient of five Grammy Awards....
  
   – bass guitar

Other

• Butterscotch
  Butterscotch (performer)
  Antoinette Kai'Maiya Clinton , known by her stage name Butterscotch, is an American beatboxer/singer/pianist.- Early life :...
  
   (tracks 2, 9, 11) – vocals, beatboxing
  Beatboxing
  Beatboxing is a form of vocal percussion primarily involving the art of producing drum beats, rhythm, and musical sounds using one's mouth, lips, tongue, and voice. It may also involve singing, vocal imitation of turntablism, and the simulation of horns, strings, and other musical instruments...
  
  
• Ruslan Sirota
  Ruslan Sirota
  Ruslan Sirota is a Grammy Award winning pianist, keyboardist, composer and producer.-Biography:Ruslan was born in Uman, Ukraine to a Jewish family on November 4, 1980. His father, Yefim, who was an active local guitarist, had introduced him to music at an early age...
  
   (track 1) – keyboards
• Ronald Bruner, Jr. (tracks 1, 10, 13) – drums
• Patches Stewart (tracks 1, 6) – trumpet
  Trumpet
  The trumpet is the musical instrument with the highest register in the brass family. Trumpets are among the oldest musical instruments, dating back to at least 1500 BCE. They are played by blowing air through closed lips, producing a "buzzing" sound which starts a standing wave vibration in the air...
  
  
• Steve Baxter (tracks 1, 6) – trombone
  Trombone
  The trombone is a musical instrument in the brass family. Like all brass instruments, sound is produced when the player’s vibrating lips cause the air column inside the instrument to vibrate...
  
  
• Ariel Mann (track 1) – synthesizers
• Derico Watson (track 3) – drums
• George Duke
  George Duke
  George Duke is a multi-faceted American musician, known as a keyboard pioneer, composer, singer and producer in both jazz and popular mainstream musical genres. He has worked with numerous acclaimed artists as arranger, music director, writer and co-writer, record producer and professor of music...
  
   (tracks 3, 6) – clavinet
  Clavinet
  A Clavinet is an electrically amplified keyboard instrument manufactured by the Hohner company. It is essentially an electronically amplified clavichord, analogous to an electric guitar. Its distinctive bright staccato sound has appeared particularly in funk, disco, rock, and reggae songs.Various...
  
  , minimoog
  Minimoog
  The Minimoog is a monophonic analog synthesizer, invented by Bill Hemsath and Robert Moog. It was released in 1970 by R.A. Moog Inc. , and production was stopped in 1981. It was re-designed by Robert Moog in 2002 and released as Minimoog Voyager.The Minimoog was designed in response to the use of...
  
  
• Kevin Ricard (tracks 4, 5, 7) – percussion
• Chick Corea
  Chick Corea
  Armando Anthony "Chick" Corea is an American jazz pianist, keyboardist, and composer.Many of his compositions are considered jazz standards. As a member of Miles Davis' band in the 1960s, he participated in the birth of the electric jazz fusion movement. In the 1970s he formed Return to Forever...
  
   (track 4) – 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...
  
  
• Poogie Bell (tracks 5, 6) - drums
• J.D. Blair (track 9) – drums
• Karlton Taylor (track 9) – keyboards