| 1 | Georgia | 3:21 | |
| 2 | Raincheck | 5:35 | |
| 3 | T’aint What You Do | 3:31 | |
| 4 | Brush This | 5:27 | |
| 5 | How Great Thou Art | 3:31 | |
| 6 | Groove Shop | 5:48 | |
| 7 | Sashay | 6:07 | |
| Medley | (5:34) | ||
| 8.1 | Melt Away | ||
| 8.2 | A Time For Love | ||
| 9 | I Won’t Dance | 3:23 | |
| 10 | Night Train | 9:53 |
- Alto Saxophone, Clarinet, Flute – Bill Green
- Alto Saxophone, Soprano Saxophone, Oboe, Flute – Jeff Clayton
- Arranged By – John Clayton
- Artwork [Cover], Design – Terry Orin
- Baritone Saxophone, Bass Clarinet – Lee Callet
- Bass Trombone – Maurice Spears
- Double Bass – Herb Mickman
- Drums – Jeff Hamilton
- Engineer – Hank Cicalo
- Engineer [Assistant] – Steve Bartkowicz
- Guitar – Doug MacDonald
- Liner Notes – Mike Hennessey
- Mastered By – Wally Traugott
- Photography By – Jim Britt
- Piano – Mike Lang
- Producer – Jeff Clayton, Jeff Hamilton, John Clayton, Thomas Burns
- Soloist, Double Bass – John Clayton
- Supervised By [Music Supervisor] – Johnny Mandel
- Tenor Saxophone, Clarinet – Rickey Woodard, Bob Hardaway
- Trombone – George Bohanon, Ira Nepus, Thurman Green
- Trumpet, Flugelhorn – Bobby Bryant, Clay Jenkins, Oscar Brashear, Snooky Young
Recorded April 18 & 19, 1989.
Made in the U.S.A.
- Barcode: 054987402128
- Matrix / Runout: 112848-12-004-2-N
- SPARS Code: AAD
- Rights Society: ASCAP
- Rights Society: BMI
