Frank Gambale (Guitar); Kei Akagi (fender rhodes, Keyboards); Stephanie Bennett (Electric Harp, Harp); Tom Coster (Keyboards, Synthesizer); Jack Kelly (Drums); Steve Kershisnik (Bass); John Patitucci (Bass); Steve Reid (Percussion); Steve Tavaglione (Flute, Saxophone, Soprano Saxophone, Tenor Saxophone)

Gambale's second solo album now re-released on Wombat Records. Gambale's sweep picking technique is in top form on this recording and was the album that Jerry Garcia heard in his car while driving along one day and he said "I nearly drove off the road". Some reviewers say that this album has some of his best compositions. A must for any serious Gambale collector. Also features Steve Smith, John Patitucci, Steve Tavaglione.