Patricia Barber - vocals, piano 
Michael Arnopol - bass (5, 9, 10) 
Adam Cruz - drums (4, 5, 6, 8, 9, 11) 
Charlie Hunter - 8-string guitar (4, 6, 11)
Marc Johnson - bass (1, 2, 3, 7, 8)
Adam Nussbaum - drums (1, 2, 3, 7, 8)

Recorded at Chicago Recording Company, Chicago, Illinois in May 2000.

1. Bye Bye Blackbird  
2. Invitation  
3. Yesterdays  
4. Just For A Thrill  
5. You Don't Know Me  
6. Alfie  
7. Autumn Leaves  
8. Summer Samba  
9. All Or Nothing At All  
10. So In Love  
11. A Man & A Woman  
12. I Fall In Love Too Easily