Arranged By – Frank Foster III* (tracks: A1 to A5, B3 to B5)
Art Direction – Mary Ann Dibs
Contractor [Musical] – Aaron Woodward III*, Emile Charlap
Coordinator [Album Package] – Michon C. Stanco
Coordinator [Project Administrator] – Lucrecia Snead
Design – Lorna Stovall
Management [Direction] – Ken Fritz Management
Mastered By – Greg Calbi
Mixed By – Al Schmitt, Ed Rak
Orchestra – The Count Basie Orchestra* (tracks: A1 to A4, B1, B3 to B5)
Other [Grooming] – Robin Lynch
Other [Stylist] – Alexander White
Performer [Count Basie Orchestra] – William Hughes* (tracks: A1 to A4, B1, B3 to B5), Bob Ojeda (tracks: A1 to A4, B1, B3 to B5), Byron Stripling (tracks: A1 to A4, B1, B3 to B5), Carl „Ace“ Carter* (tracks: A1 to A4, B1, B3 to B5), Charlton Johnson (tracks: A1 to A4, B1, B3 to B5), Clarence Banks (tracks: A1 to A4, B1, B3 to B5), Cleveland Eaton (tracks: A1 to A4, B1, B3 to B5), Danny Turner (tracks: A1 to A4, B1, B3 to B5), David Glasser (2) (tracks: A1 to A4, B1, B3 to B5), Doug Miller (tracks: A1 to A4, B1, B3 to B5), Duffy Jackson (tracks: A1 to A4, B1, B3 to B5), Frank Foster III* (tracks: A1 to A4, B1, B3 to B5), George Cohn (tracks: A1 to A4, B1, B3 to B5), Johnny Williams (39) (tracks: A1 to A4, B1, B3 to B5), Kenneth Hing* (tracks: A1 to A4, B1, B3 to B5), Melvin Wanzo* (tracks: A1 to A4, B1, B3 to B5), Mike Williams (6) (tracks: A1 to A4, B1, B3 to B5), Tim Williams (5) (tracks: A1 to A4, B1, B3 to B5)
Photography By [Photography] – Robert Hakalski
Producer [Production Assistant For Broadway Productions] – Russ DeFilippis
Producer, Guitar – George Benson
Recorded By – Al Schmitt, Elliot Scheiner, Peter Darmi
Recorded By [Additional] – Dave Russell, Jeff Toone
Vocals – George Benson (tracks: A1, A3 to B4)