01 - The Blues (Marcus Miller)
02 - Tales (Marcus Miller & Allen Toussaint)
03 - Eric (Marcus Miller)
04 - True Geminis (Marcus Miller)
05 - Rush Over (Marcus Miller & Me'Shell NdegéOcello)
06 - Running Through My Dreams (Interlude) (Marcus Miller)
07 - Ethiopia (Marcus Miller)
08 - Strange Fruit (Lewis Allan)
09 - Visions (Stevie Wonder)
10 - Brazilian Rhyme (Maurice White)
11 - Forevermore (Marcus Miller)
12 - Infatuation (Marcus Miller & Lalah Hathaway)
13 - Tales (Reprise) (Marcus Miller & Allen Toussaint)
14 - Come Together (John Lennon & Paul McCartney)
Produced by Marcus Miller
Co-Produced & Recorded by David I. Ward II
Mixed by Ray Bardani & Goh Hotoda
Production Coordination by Bibi Green
Additional Recording by Marcus Miller, Ray Bardani, Bruce Miller, Roland Alvarez, Goh Hotoda & Jonathan Miller
Recorded at Camel Island & The Complex Studios, Los Angeles ; Right Track Recording, New York
Mixed by Skip Saylor Recording & A&M Recording Studios, Los Angeles
Mastered by Bernie Grundman at Bernie Grundman Mastering, Los Angeles
Assistant Engineers : Jay Militscher, Eric Flickinger & Jim Labinski
01 - The Blues
Mixed by Goh Hotoda
Marcus Miller : Bass Guitar, Wurlitzer Piano, Rhythm Programming, Vocal Samples ('Everybody git with the funky sound')
Bernard Wright : Synths, Organ
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
David Ward : Sound Programming
Bill Cosby : Vocal Samples ('That's all there is to it')
02 - Tales
Mixed by Goh Hotoda
Marcus Miller : Bass Guitar, Synths, Rhythm Programming, Sound Programming
Bernard Wright : Clavinet
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
David Ward : Sound Programming
The Pointer Sisters : Vocal Samples ('Yes we can can')
03 - Eric
Mixed by Ray Bardani
Marcus Miller : Bass Guitar, Wurlitzer Piano, Synths, Organ #1, Rhythm Guitar, Rhythm Programming, Sound Programming
Bernard Wright : Organ #2
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
Lenny White : Drum Fills
David Ward : Sound Programming
Eric Gale : Voice Recording
Featured Soloist :
Hiram Bullock : Lead Guitar
04 - True Geminis
Mixed by Ray Bardani
Marcus Miller : Bass Guitar, Keyboards, Bass Clarinet, Guitar, Rhythm Programming, Sound Programming
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Jason Miles : Additional Sound Programming
Miles Davis : Voice Recording
Featured Soloist :
Joshua Redman : Tenor Saxophone
05 - Rush Over
Mixed by Goh Hotoda
Marcus Miller : Bass Guitar, Keyboards, Bass Clarinet, Sound Programming
Poogie Bell : Drums
Featured Soloist :
Me'Shell NdegéOcello : Vocals, Synth Solo
06 - Running Through My Dreams (Interlude)
Marcus Miller : Bass Guitar, Keyboards, African Flute, Rhythm Programming, Sound Programming
David Ward : Sound Programming
07 - Ethiopia
Mixed by Ray Bardani
Marcus Miller : Bass Guitar, Synths, Bass Clarinet, Rhythm Programming
Bernard Wright : Marimbas, Funky Synth Lines
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
Bashiri Johnson : Percussion Samples (Taken from 'The SUpreme Beats' Percussion Library)
08 - Strange Fruit
Mixed by Goh Hotoda
Marcus Miller : Bass Clarinet, Synths, Sound Programming
David Ward : Sound Programming
09 - Visions
Mixed by Ray Bardani
Marcus Miller : Bass Guitar, Keyboards, Bass Clarinet, Rhythm Programming, Sound Programming
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
David Ward : Sound Programming
10 - Brazilian Rhyme
Mixed by Goh Hotoda
Marcus Miller : Bass Guitar, Keyboards, Sound Programming
Bernard Wright : Synth Bass, Synths
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
David Ward : Sound Programming
Featured Soloist :
Lalah Hathaway : Vocals
11 - Forevermore
Mixed by Ray Bardani
Marcus Miller : Voice Recording, Bass Guitar, Keyboards, Rhythm Programming, Sound Programming
Michael Stewart : Trumpet
Poogie Bell : Drums
David Ward : Sound Programming
12 - Infatuation
Mixed by Goh Hotoda
Marcus Miller : Bass Guitar, Keyboards, Vocal Samples, Rhythm Programming, Sound Programming
Bernard Wright : Electric Piano
Kenny Garrett : Alto Saxophone
David Ward : Sound Programming
Featured Soloist :
Lalah Hathaway : Vocals
13 - Tales (Reprise)
Mixed by Goh Hotoda
Special Guest :
Joe Sample : Rap
14 - Come Together
Mixed by Goh Hotoda
Marcus Miller : Bass Guitar, Synths, Guitar, Vocal Samples, Rhythm Programming
Dean Brown : Guitar
Bernard Wright : Synth Bass
Michael Stewart : Trumpet
Kenny Garrett : Alto Saxophone
Poogie Bell : Drums
Juice & Juju : Funky Intro
David Ward : Sound Programming