Recorded at Rudy Van Gelder Studio in Englewood Cliffs, New Jersey on August 6, 1964 (tracks 1-4) and August 7, 1964 (tracks 5-9) Milt Jackson – vibes Jimmy Heath - tenor saxophone (tracks 1, 3-6, 8 & 9) Howard Collins, Barry Galbraith – guitar (tracks 5-9) Tommy Flanagan – piano (tracks 1-4) Richard Davis – bass Connie Kay – drums Joe E. Ross (track 6), Lillian Clark (track 8) - vocals