1 - Goose Bumps 5:54
Bass – Victor Bailey
Drums – Omar Hakim
Guitar – Dean Brown
Keyboards – Jim Beard
Tenor Saxophone – Bill Evans (3)
Written by: Victor Bailey
2 - Knee Deep/One Nation Medley 5:43
Bass, Keyboards – Victor Bailey
Drums – Omar Hakim
Guitar – Dean Brown
Written by: [Knee Deep] – George Clinton III*, Philippe Wynn*
Written by: [One Nation] – Gary Shider*, George Clinton Jr.*, Walter Morrison*
3 - Where's Paco? 4:42
Bass, Vocals, Rap – Victor Bailey
Drums – Lenny White
Guitar – Dean Brown
Keyboards – Jim Beard
Saxophone – Bennie Maupin
Written by:, Lyrics By – Victor Bailey
4 - Joey 5:15
Bass, Keyboards – Victor Bailey
Drums – Lenny White
Guitar – Dean Brown
Piano [Acoustic] – Jim Beard
Written by: Victor Bailey
5 - Nothing But Net 6:32
Bass – Victor Bailey
Drums – Omar Hakim
Guitar – Dean Brown
Keyboards – Jim Beard
Soprano Saxophone – Bill Evans (3)
Written by: Victor Bailey
6 - The Rope-A-Dope 4:30
Baritone Saxophone – Bill Evans (3)
Bass, Vocals – Victor Bailey
Drums – Omar Hakim
Guitar – Dean Brown
Keyboards – Jim Beard
Written by: Victor Bailey
7 - Steamy 7:56
Bass Clarinet – Bennie Maupin
Bass, Voice – Victor Bailey
Drums – Lenny White
Guitar – Dean Brown
Keyboards – Jim Beard
Written by: Bennie Maupin
8 - Black On The Bach 4:36
Bass, Drum Programming, Written By – Victor Bailey
9 - That's Right! 4:50
Bass – Victor Bailey
Drums – Lenny White
Guitar – Dean Brown
Keyboards – Jim Beard
Tenor Saxophone – Bennie Maupin
Written by: Victor Bailey
Arranged By – Victor Bailey
Design [Cover] – Bob Trier
Executive-Producer – Joachim Becker
Mastered By – Ted Jensen
Photography By – Holger Keifel
Producer – Victor Bailey
Recorded By, Mixed By – Phil Magnotti
Recorded and mixed at Carriage House Studios, Stamford, CT, April 2001
Mastered at Sterling Sound, NYC
