All compositions written by Mike Stern, published by Little Shoes Music [ASCAP].

1)	Big Neighborhood	7:40
Mike Stern - guitar
Steve Vai - guitar
Lincoln Goines - bass
Dave Weckl - drums
Jim Beard - piano, keyboards
2)	6th Street	7:49
Mike Stern - guitar
Eric Johnson - guitar
Lincoln Goines - bass
Lionel Cordew - drums
Jim Beard - hammond organ
3)	Reach	5:29
Mike Stern - guitar
Richard Bona - bass, vocals
Dave Weckl - drums
Bob Franceschini - saxophone
Jim Beard - piano, keyboards
4)	Song For Pepper	5:43
Mike Stern - guitar
Esperanza Spalding - bass, vocals
Terri Lyne Carrington - drums
Jim Beard - piano, keyboards
5)	Coupe de Ville	4:35
Mike Stern - guitar
Esperanza Spalding - bass, vocals
Terri Lyne Carrington - drums
Bob Malach - saxophone
Jim Beard - piano
6)	Bird Blue	5:42
Mike Stern - guitar
Esperanza Spalding - bass, vocals
Terri Lyne Carrington - drums
Jim Beard - piano, keyboards
7)	Moroccan Roll	7:04
Mike Stern - guitar
Steve Vai - sitar guitar
Lincoln Goines - bass
Dave Weckl - drums
Jim Beard - piano, keyboards
8)	Long Time Gone	7:51
Mike Stern - guitar
Eric Johnson - guitar
Lincoln Goines - bass
Lionel Cordew - drums
Jim Beard - hammond organ
9)	Check One	7:37
Mike Stern - guitar
John Medeski - hammond organ, clavinet
Billy Martin - drums
Chris Wood - electric bass
Bob Malach - saxophone
10)	That's All It Is	4:50
Mike Stern - guitar
John Medeski - hammond organ, wurlitzer piano
Billy Martin - drums
Chris Wood - acoustic bass
Bob Malach - saxophone
11)	Hope You Don't Mind	5:18
Mike Stern - guitar
Randy Brecker - trumpet
Cindy Blackman - drums
Chris Minh Doky - bass
Jim Beard - piano
December 19 - Skyline Studios - NYC
Engineer - John Shyloski
Assistant engineers - Charley Hustle, Amos Halfi
Esperanza Spalding - bass, vocals
Terri Lyne Carrington - drums
Bob Malach - saxophone
Jim Beard - piano, hammond organ
January 21 - Avatar Studios - NYC
Engineer - Roy Hendrickson
Assistant engineers - Justin Gerrish, Fernando Lodeiro
Medeski, Martin & Wood
Bob Malach - saxophone
January 27 - Church House Studios - Austin TX
Engineers - David Boyle, Craig Brock
Assistant engineers - Grant Johnson, Kurt Mcmahan
Eric Johnson - guitar
Lincoln Goines - bass
Lionel Cordew - drums
Jim Beard - hammond organ
January 29 - Sage and Sound Recording - Los Angeles
Engineer - Helik Hadar
Assistant engineer - Ken Sluiter
Steve Vai - guitar
Lincoln Goines - bass
Dave Weckl - drums
Jim Beard - piano, keyboards
March 29 - Skyline Studios - NYC
Engineer - Philip Magnotti
Assistant engineers - Charley Hustle, Amos Halfi, Ada Rovatti
Randy Brecker - trumpet
Cindy Blackman - drums
Chris Minh Doky - bass
Jim Beard - piano
January 2006 - Avatar Studios
Engineer - Philip Magnotti
Assistant engineer - Eddie Jackson
Richard Bona - bass, vocals
Dave Weckl - drums
Bob Franceschini - saxophone
Jim Beard - piano
Produced by: Jim Beard
Executive producer: Dave Love
Production consultant: Jon Herington

Additional recording: B & C Studios - New York, NY and Silvermine Studios - Norwalk, CT

Mixed by: Phil Magnotti at Carriage House Studios - Stamford, CT

Mastered at: Sterling Sound - New York, NY
Mastering engineer: Greg Calbi

Photography: Clay Patrick McBride
Design: Robert Hoffman
Production coordination: Natalie Singer

Endorsements

Mike Stern plays Yamaha Guitars
Jim Beard is a Hammond Organ and Muse Research Artist
Richard Bona appears courtesy of Universal Music France
Richard Bona uses Fodera Bass Guitar
Randy Brecker is a Yamaha Artist
Terri Lyne Carrington appears courtesy of Groove Jazz Media and E1 Music.
Terri Lyne Carrington exclusively plays Yamaha Drums, Zildjian Cymbals and Sticks, and Remo Drum Heads
Lionel Cordew uses Pearl Drums, Zildjian Cymbals, Remo Heads, Vic Firth sticks
Chris Minh Doky appears courtesy of Blue Note Records
Chris Minh Doky is a Yamaha Artist and uses DPA Microphones
Lincoln Goines uses Fodera Basses & Strings, Epifani Speakers
Bob Franceschini uses Yamaha performing Artist, Vandoren Reeds, AMT microphones
Eric Johnson appears courtesy of Vortexan Music
Bob Malach uses Vandoren Reeds, Selmer and Ishimori/Woodstone
Esperanza Spalding appears courtesy of Heads Up International & Montuno Producciones, S.L.
Dave Weckl uses Yamaha Drums, Sabian Cymbals, Remo Heads/Mufflers, Vic Firth Sticks, Shure Microphones/Ear Monitors, LP percussion, XL Cases