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Bass
–
Robert Pops Popwell
Drums, Percussion
–
"Stix" Hooper
Guitar
–
Arthur Adams
,
Larry Carlton
Keyboards
–
Joe Sample
Producer, Vocals
–
The Crusaders
Tenor Saxophone
–
Wilton Felder
Trombone
–
Wayne Henderson
SIDE 1
1. Spiral
2. Keep That Same Old Feeling
3. My Mama Told Me So
4. Til The Sun Shines
SIDE 2
1. And Then There Was The Blues
2. Serenity
3. Feeling Funky