Label : King Records
01 - Gratitude (Will Lee, Leni Stern & Willie Nile)02 - Get Out Of My Life Woman (Allen Toussaint)
03 - Miss Understanding (Will Lee)
04 - Papounet's Ride (Will Lee & Dave Delhomme)
05 - Fooled Him (Will Lee & Oli Rockberger)
06 - Shahara (Will Lee)
07 - 1, 2, 3 (Leonard Borisoff, John Madara & David White)
08 - Simple Way To Say I Love You (Will Lee & John Tropea)
09 - Natives (Will Lee, Horace Silver & Oli Rockberger)
10 - Smile (Charlie Chaplin, John Turner & Geoffrey Parsons)
Produced by Will Lee
Engineered by Glenn Ianaro
Recorded mostly at The Beatles Museum, NYC
Mastered by Fred Kevorkian at Kevorkian Mastering
Songs 01 & 04 Mixed by Ken Freeman at KFP
Songs 02, 03, 05, 06, 07, 08, 09 & 10 Mixed by Frank Filipetti at The Living Room
Additional Recording for "Shahara" at Showerhead Studios by Mitch Forman
Drums on "Gratitude", "Natives", "Fooled Him" & "1, 2, 3" Recorded by Glenn Ianaro at Downtown Studios
Drums on "Get Out Of My Life Woman" Recorded by Shawn Pelton at SP's Beat Palace
Drums on "Simple Way To Say I Love You" Recorded by Aaron Walk at Puck Productions
Drums on "Papounet's Ride" Recorded by Jim Reitzel at Tarpan Studios, San Rafael
Guitar Solo on "Natives" Recorded by CJ Vanston at The Treehouse, N. Hollywood
Drums on "Shahara" Recorded by Zach Danziger at Deentown, NYC
01 - Gratitude
Will Lee : Vocals, Fretless Bass & Synth Programming
Paul Shaffer : Organ
Leni Stern : Ngoni & Rhythm Guitar
Chris Parker : Drums
Jeff Kievit : Trumpet
Giulio Carmassi : Trombones
02 - Get Out Of My Life Woman
Featuring Billy Gibbons
Will Lee : Vocals, Bass, Guitar, Synth Programming & Organ
Billy Gibbons : Vocals, Rhythm & Solo Guitars
Allen Toussaint : Piano
Shawn Pelton : Drums
03 - Miss Understanding
Will Lee : Vocals, Bass & Percussion
Hugh McCracken : Acoustic Guitar
Kenny White : Piano & Organ
Larry Campbell : Pedal Steel Guitar
Tommy Allen : Drums
Mark Hudson & Larry Hoppen : Background vocals
Chrissy Amphlett : Solo Vocal
04 - Papounet's Ride
Arrangement by Will Lee & Dave Delhomme
Will Lee : Bass & Programming
Bob James : Piano Solo, Electric Piano & Synth
David Delhomme : Rhodes & Synth
Narada Michael Walden : Drums
05 - Fooled Him
Arrangement by Will Lee
Will Lee : Vocals & Bass
Chuck Loeb : Guitars
Oli Rockberger : Keyboard
Steve Gadd : Drums
Shawn Pelton : Shaker
06 - Shahara
Arrangement by Mitch Forman
String Arrangement by Gil Goldstein
Will Lee : Vocals & Fretless Bass
Mitch Forman : Keyboards & Programming
Zach Danziger : Drums
Yacouba Sissoko : Kora
Kofo Ayananfowora (The Wonder Man) : Talking Drum
Tabitha Fair : Solo & Background vocals
Neal Coomer : Background vocals
Dave Eggar : Cello
Louise Schulman : Viola
07 - 1, 2, 3
Featuring Akiko Yano
Arrangement by Guilio Carmassi
Will Lee : Vocals, Bass & Wah Wah Guitar
Akiko Yano : Vocals & Piano
Chris Parker : Drums
Giulio Carmassi : Cello, Tenor Saxophones, Muted Trumpets, Clarinets, Keyboards & Keyboard Programming
08 - Simple Way To Say I Love You
Arrangement by Will Lee & Oli Rockberger
Will Lee : Fretless Bass, Bass & Synth
Oli Rockberger : Keyboard
Gary Schreiner : Harmonica
John Tropea : Guitar
Peter Erskine : Drums
09 - Natives
Arrangement by Will Lee & David Garfield
Will Lee : Vocals, Bass & Programming
David Garfield : Keyboards
CJ Vanston : Additional Synths
Steve Lukather : Guitar Solo
Oz Noy : Guitar
Steve Gadd : Drums
10 - Smile
Will Lee : Bass
Chuck Loeb : Guitar