Label : Warner Bros. Records
01 - Marin City (George Duke)02 - Wake Up, Smell The Coffee (George Duke)
03 - She's Amazing (George Duke)
04 - If You Will (George Duke)
05 - Never Be Another (George Duke, Da'Dra Crawford & Denise Walls)
06 - Ancient Source (George Duke)
07 - Only You Understand (George Duke)
08 - If He Ain't Mr. Right (Then He's Mr. Wrong) (George Duke)
09 - Sexy Cool (George Duke)
10 - All About You (George Duke)
11 - Whatever It Takes (George Duke)
12 - The Times We've Known (Charles Aznavour & Herbert Kretzmer)
13 - At A Glance (George Duke)
Produced by George Duke for George Duke Enterprises
All Songs Recorded & Mixed by Erik Zobler at Le Gonks West, Los Angeles, CA
March-May 2000
Mastered by Doug Sax at The Mastering Lab
Wayne Holmes, Marnie Riley : Assistant Engineers
Corine Duke : Production Coordinator
01 - Marin City
George Duke : Lead vocals, Keyboards
Philip Bailey : Background vocals
Howard Hewett : Background vocals
Robert Brookins : Background vocals
Tony Maiden : Guitar
Benny Maupin : Tenor Saxophone
Michael 'Patches' Stewart : Trumpet
02 - Wake Up, Smell The Coffee
George Duke : Lead vocals, Keyboards
Kim Johnson : Girlfriend
Philip Bailey : Background vocals
Howard Hewett : Background vocals
Robert Brookins : Background vocals
Tony Maiden : Guitar
03 - She's Amazing
With Chanté Moore
George Duke : Lead & Background vocals, Keyboards
Chanté Moore : Vocals, Background vocals
Jim Gilstrap : Background vocals
Ray Fuller : Electric Guitar
04 - If You Will
With Flora Purim
George Duke : Lead & Background vocals, Keyboards
Flora Purim : Vocal FX
Paul Jackson Jr. : Electric Guitar
Jerry Hey, Gary Grant : Trumpets
Everette Harp : Tenor Saxophone
Reggie Young : Trombone
Josie James : Background vocals
Lynn Davis : Background vocals
Diana Booker : Background vocals
Carl Carwell : Background vocals
Rashid Duke : Background vocals
05 - Never Be Another
Featuring Anointed
George Duke : Keyboards
Denise Walls : Vocals
Da'Dra Crawford : Vocals
Steve Crawford : Vocals
Ray Fuller : Electric Guitar
06 - Ancient Source
With Kim Johnson
George Duke : Lead vocals, Keyboards
Kim Johnson : Background vocals
Kandy Johnson : Background vocals
Krystal Johnson : Background vocals
Paul Jackson Jr. : Electric Guitar
07 - Only You Understand
George Duke : Keyboards
Byron Miller : Bass
Ray Fuller : Electric Guitar
Leon 'Ndugu' Chancler : Drums
08 - If He Ain't Mr. Right (Then He's Mr. Wrong)
George Duke : Lead vocals, Keyboards
Jeff Lee Johnson : Electric Guitar
Leon 'Ndugu' Chancler : Drums
Lenny Castro : Percussion
Michael 'Patches' Stewart : Trumpet
09 - Sexy Cool
George Duke : Lead vocals, Keyboards
Kim Johnson : Background vocals
Kandy Johnson : Background vocals
Krystal Johnson : Background vocals
Tony Maiden : Electric Guitar
10 - All About You
With The Johnson Sisters
George Duke : Keyboards
Byron Miller : Bass
Jeff Lee Johnson : Electric Guitar
Leon 'Ndugu' Chancler : Drums
Lenny Castro : Percussion
Kim Johnson : Background vocals
Kandy Johnson : Background vocals
Krystal Johnson : Background vocals
Jerry Hey : Trumpet, Flugelhorn
Gary Grant : Trumpet, Flugelhorn
Everette Harp : Saxophones
Reggie Young : Trombone, Bass Trombone
11 - Whatever It Takes
George Duke : Keyboards
Byron Miller : Bass
Jeff Lee Johnson : Electric Guitar
Leon 'Ndugu' Chancler : Drums
Lenny Castro : Percussion
Jerry Hey : Trumpet, Flugelhorn
Gary Grant : Trumpet, Flugelhorn
Everette Harp : Saxophones
Reggie Young : Trombone
12 - The Times We've Known
With Perri
George Duke : Vocals, Keyboards
Byron Miller : Bass
Jeff Lee Johnson : Electric Guitar
Leon 'Ndugu' Chancler : Drums
Lenny Castro : Percussion
Lori Perry, Sharon Perry, Darlene Perry, Carolyn Perry, Ricky Nelson, Lavan Davis : Choir
13 - At A Glance
George Duke : Keyboards
Byron Miller : Bass
Jeff Lee Johnson : Electric Guitar
Leon 'Ndugu' Chancler : Drums
Lenny Castro : Percussion
