Vocals – Sammy Davis; Arranged by Quincy Jones
Conductor – Quincy Jones; Piano – Count Basie;
Trumpet – Al Aarons, Snooky Young*, Joe Newman, Sam Noto, Sonny Cohn, Wallace Davenport;
Trombone – Bill Hughes (2), Grover Mitchell, Henderson Chambers, Henry Coker;
Tenor Saxophone – Eric Dixon, Sal Nestico, Alto Saxophone – Bobby Plater, Clarinet, Alto Saxophone – Marshall Royal, Baritone Saxophone – Charlie Fowlkes;
Guitar – Freddie Green;
Bass – Ray Brown;
Drums – Sonny Payne;
Percussion – Emil Richards
Liner Notes – Dom Cerulli
September 2–5, 1964, New York City

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