Thrust
| 1. | Palm Grease |
| 2. | Actual Proof |
| 3. | Butterfly |
| 4. | Spank-A-Lee |
| Mike Clark | Drums |
| Herbie Hancock | Keyboards, Vocals, Clavinet, Arp, Fender Rhodes |
| Paul Jackson | Bass, Bass (Electric) |
| Bennie Maupin | Percussion, Clarinet (Bass), Flute (Alto), Saxophone |
| Bill Summers | Percussion |
| John Vieira | Engineer |
| Oren Waters | Vocals |