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Bass – Jim Fielder
Chorus [Bs&t Chorus] – Bobby Colomby, Dick Halligan
Drums, Percussion, Vocals – Bobby Colomby
Engineer – Fred Catero, Roy Halee
Guitar, Harmonica, Vocals – Steve Katz
Lead Vocals – David Clayton-Thomas (tracks: 1, 2, 4 to 10), Steve Katz (tracks: 3)
Mastered By – Shawn R. Britton
Organ, Piano, Flute, Trombone, Vocals – Dick Halligan
Producer [Original Recordings] – James William Guercio
Saxophone [Alto], Piano – Fred Lipsius
Trombone, Recorder – Jerry Hyman
Trumpet, Flugelhorn – Chuck Winfield, Lew Soloff
| 1. | Variations On A Theme By Erik Satie (1st and 2nd Movements) | | 2. | Smiling Phases | | 3. | Sometimes In Winter | | 4. | More And More | | 5. | And When I Die | | 6. | God Bless The Child | | 7. | Spinning Wheel | | 8. | You've Made Me So Very Happy | | 9. | Blues - Part II. | | 10. | Variations On A Theme By Erik Satie (1st Movement) |
| bonus tracks |
| 1. | More And More (live) | | 2. | Smiling Phases (live) |
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