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Label: Verve Music Group
Distractions (Intro); Crazy Race; Kansas City Funk; On the One; Family; Distractions 2; A Place; Hold On; Bull***t; Distractions 3; Can't Stop; Distractions 4.
Roy Hargrove: trumpet, flugelhorn, vocals; Keith Anderson: saxophone; David "Fathead" Newman: saxophone, flute; Bobby Sparks; organ, Moog, Rhodes, piano, clavinet; Renee Neufville: Wurlitzer, vocals; Charles McCampbell: clavinet, piano, XP80; Todd Parsnow: guitar; Lenny Stalworth: bass; Reggie Washington: bass; Willie Jones III: drums; Jason "JT" Thomas: drums, vocals; D'Angelo: vocals, ASR 10.