| 1 Marching In The Street 6:43 |
| Soloist, Trumpet – Blue Mitchell |
| Tenor Saxophone, Piccolo Flute – Ernie Watts |
| Guitar – Lee Ritenour |
| Bass Guitar – Chuck Rainey |
| Trombone – George Bohannon |
| Bass Drum – Bob Wirtz |
| Voice – Jerry Peters, Jim Gilstrap, Julia Tillman, Maxine Willard, Randy Crawford |
| Trumpet – Bobby Bryant, Oscar Brashear |
| Piano – Dave Grusin |
| Drums, Whistle, Drums [Parade], Voice, Written-by – |
| 2 Modaji 6:53 |
| Drums, Finger Cymbals, Cabasa, Xylophone, Marimba [Bass] – |
| Guitar – Lee Ritenour |
| Bass Guitar – Chuck Rainey |
| Flute – Hubert Laws |
| Electric Piano, Written-by, Arranged By [Rhythm] – Dave Grusin |
| 3 Hop Scotch 7:11 |
| Electric Piano – Herbie Hancock |
| Soloist, Soprano Saxophone – Benny Maupin |
| Tenor Saxophone – Ernie Watts |
| Bass Guitar – Paul Jackson |
| Clavinet – Jerry Peters |
| Trombone – George Bohannon |
| Trumpet – Bobby Bryant, Oscar Brashear |
| Drums, Written-By – |
| 4 Wild Rice 6:36 |
| Electric Piano – Herbie Hancock |
| Soloist, Tenor Saxophone – Benny Maupin |
| Tenor Saxophone – Ernie Watts |
| Bass Guitar – Paul Jackson |
| Drums – |
| Trombone – George Bohannon |
| Trumpet – Bobby Bryant, Oscar Brashear |
| Soloist, Guitar, Written-By – Lee Ritenour |
| 5 Ballad For Heather 7:04 |
| Synthesizer [Arp Bass] – Jerry Peters |
| Piano [Acoustic] – Dave Grusin |
| Electric Piano – Herbie Hancock |
| Soloist, Trombone – Frank Rosolino |
| Written-By – |
| 6 Fair Thee Well 2:53 |
| Tenor Saxophone – Benny Maupin |
| Drums [Uncredited], Written-by – |
| Bass Guitar, Written-By – Paul Jackson |
| Guitar, Talkbox – Melvin Ragin |
| Electric Piano, Clavinet, Written-By – Herbie Hancock |
| 7 Building Love 3:48 |
| Guitar – Lee Ritenour |
| Bass Guitar – Chuck Rainey |
| Voice – Jerry Peters, Julia Tillman, Maxine Willard, Randy Crawford |
| Synthesizer [Mini Moog, Arp 2600] – Dave Grusin |
| Drums, Chimes, Voice, Written-By – |
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