Label : Warner Bros. Records
Side I
01 - Only So Much Oil In The Ground (Emilio Castillo & Stephen 'Doc' Kupka)
02 - Come Back, Baby (Bruce Conte & Lenny Williams)
03 - It's Not The Crime (Emilio Castillo & Stephen 'Doc' Kupka)
04 - I Won't Leave Unless You Want Me To (Greg Adams, Emilio Castillo & Stephen 'Doc' Kupka)
05 - Maybe It'll Rub Off (Emilio Castillo, Stephen 'Doc' Kupka & Chester Thompson)
02 - Come Back, Baby (Bruce Conte & Lenny Williams)
03 - It's Not The Crime (Emilio Castillo & Stephen 'Doc' Kupka)
04 - I Won't Leave Unless You Want Me To (Greg Adams, Emilio Castillo & Stephen 'Doc' Kupka)
05 - Maybe It'll Rub Off (Emilio Castillo, Stephen 'Doc' Kupka & Chester Thompson)
Side II
01 - (To Say The Least) You're The Most (Emilio Castillo, Stephen 'Doc' Kupka & Chester Thompson)
02 - Willing To Learn (Emilio Castillo & Stephen 'Doc' Kupka)
03 - Give Me The Proof (David Bartlett)
04 - It Can Never Be The Same (Emilio Castillo, Bruce Conte & Stephen 'Doc' Kupka)
05 - I Believe In Myself (Emilio Castillo & Stephen 'Doc' Kupka)
06 - Walkin' Up Hip Street (Chester Thompson)
Produced by Emilio Castillo & Tower Of Power
02 - Willing To Learn (Emilio Castillo & Stephen 'Doc' Kupka)
03 - Give Me The Proof (David Bartlett)
04 - It Can Never Be The Same (Emilio Castillo, Bruce Conte & Stephen 'Doc' Kupka)
05 - I Believe In Myself (Emilio Castillo & Stephen 'Doc' Kupka)
06 - Walkin' Up Hip Street (Chester Thompson)
Produced by Emilio Castillo & Tower Of Power
Lenny Williams : Lead vocals
Chester Thompson : Organ, Bass Pedals, Piano, Clavinet, ARP Synthesizer, Vocals
Bruce Conte : Guitar, Vocals
Francis 'Rocco' Prestia : Bass
David Bartlett : Drums, Vocals
Lenny Pickett : 1st Tenor Sax (All Solos), Alto Sax, Soprano Sax, Alto Flute, Clarinet, Bass Clarinet
Emilio Castillo : 2nd Tenor Sax, Vocals
Stephen 'Doc' Kupka : Baritone Sax
Mic Gillette : Trumpet (Solo on "Walkin' Up Hip Street"), Trombone, Vocals
Greg Adams : Trumpet, Flugelhorn
Chester Thompson : Organ, Bass Pedals, Piano, Clavinet, ARP Synthesizer, Vocals
Bruce Conte : Guitar, Vocals
Francis 'Rocco' Prestia : Bass
David Bartlett : Drums, Vocals
Lenny Pickett : 1st Tenor Sax (All Solos), Alto Sax, Soprano Sax, Alto Flute, Clarinet, Bass Clarinet
Emilio Castillo : 2nd Tenor Sax, Vocals
Stephen 'Doc' Kupka : Baritone Sax
Mic Gillette : Trumpet (Solo on "Walkin' Up Hip Street"), Trombone, Vocals
Greg Adams : Trumpet, Flugelhorn
David Garibaldi Plays Drums on "Willing To Learn"
Carter Collins Plays Congas
Carter Collins Plays Congas
Strings Arranged & Conducted by Greg Adams
Concertmaster : Gerald Vinci
Recorded & Mixed at Record Plant, Sausalito
Engineers : Tom Flye & Alan Chinowsky
Assistant Engineers : Kurt Kinzel & Chris Morris
Side I
01 - Only So Much Oil In The Ground
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Bruce Conte, Mic Gillette, Chester Thompson, Bootche Anderson, Marilyn Scott & Pepper Watkins
02 - Come Back, Baby
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Bootche Anderson, Marilyn Scott & Pepper Watkins
03 - It's Not The Crime
Arranged by Greg Adams
Lead vocal : Emilio Castillo
04 - I Won't Leave Unless You Want Me To
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Mic Gillette & Chester Thompson
05 - Maybe It'll Rub Off
Arranged by Chester Thompson
Lead vocals : Lenny Williams & Emilio Castillo (Third Verse)
Background vocals : Emilio Castillo, Mic Gillette & Chester Thompson
01 - (To Say The Least) You're The Most
Arranged by Greg Adams
Lead vocal : Lenny Williams
02 - Willing To Learn
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Mic Gillette & Chester Thompson
03 - Give Me The Proof
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Mic Gillette, Chester Thompson & David Bartlett
04 - It Can Never Be The Same
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Bootche Anderson, Marilyn Scott & Pepper Watkins
05 - I Believe In Myself
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Bootche Anderson, Marilyn Scott & Pepper Watkins
06 - Walkin' Up Hip Street
Arranged by Chester Thompson
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Bruce Conte, Mic Gillette, Chester Thompson, Bootche Anderson, Marilyn Scott & Pepper Watkins
02 - Come Back, Baby
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Bootche Anderson, Marilyn Scott & Pepper Watkins
03 - It's Not The Crime
Arranged by Greg Adams
Lead vocal : Emilio Castillo
04 - I Won't Leave Unless You Want Me To
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Mic Gillette & Chester Thompson
05 - Maybe It'll Rub Off
Arranged by Chester Thompson
Lead vocals : Lenny Williams & Emilio Castillo (Third Verse)
Background vocals : Emilio Castillo, Mic Gillette & Chester Thompson
Side II
Arranged by Greg Adams
Lead vocal : Lenny Williams
02 - Willing To Learn
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Mic Gillette & Chester Thompson
03 - Give Me The Proof
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Emilio Castillo, Mic Gillette, Chester Thompson & David Bartlett
04 - It Can Never Be The Same
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Bootche Anderson, Marilyn Scott & Pepper Watkins
05 - I Believe In Myself
Arranged by Greg Adams
Lead vocal : Lenny Williams
Background vocals : Bootche Anderson, Marilyn Scott & Pepper Watkins
06 - Walkin' Up Hip Street
Arranged by Chester Thompson