Track listing
- "Maestros de Las Frecuencias Bajas" (Stanley Clarke) – 2:52
- "Thunder" (Marcus Miller) – 6:37
- "Hillbillies on a Quiet Afternoon" (Victor Wooten, Clarke) – 6:13
- "Mongoose Walk" (Wooten, Miller, Clarke) – 5:59
- "Los Tres Hermanos" (Miller) – 5:25
- "Lopsy Lu - Silly Putty (Medley)" (Clarke) – 6:14
- "Milano" (Miller) – 4:22
- "Classical Thump (Jam)" (Wooten) – 4:50
- "Tutu" (Miller) – 5:05
- "Lil' Victa" (Clarke) – 4:13
- "Pendulum" (Clarke, Miller, Wooten, Antoinette Clinton) – 4:18
- "Lemme Try Your Bass (Interlude)" (Clarke, Miller) – 0:59
- "Grits" (Miller) – 5:26
Personnel
SMV
- Stanley Clarke – bass guitar (tracks 1-6, 10-13), double bass (tracks 7, 9)
- Marcus Miller – bass guitar (tracks 1-6, 8-13), Obligato bass guitar (track 7), fretless bass guitar (track 7), bass clarinet (tracks 1, 9), alto saxophone (track 1), tenor saxophone (track 1), synthesizers (tracks 2-6, 9, 11, 13), minimoog (track 3), drum programming (tracks 2, 6, 9)
- Victor Wooten – bass guitar (tracks 1-6, 8-11, 13), Obligato Bass Guitar (track 7)
Other
- Butterscotch – vocals (tracks 2, 9), beatboxing (tracks 2, 11)
- Ruslan Sirota – keyboards (track 1)
- Ronald Bruner, Jr. – drums (tracks 1, 10, 13)
- Patches Stewart – trumpet (tracks 1, 6)
- Steve Baxter – trombone (tracks 1, 6)
- Ariel Mann – synthesizers (track 1)
- Derico Watson – drums (track 3)
- George Duke – clavinet (track 3), minimoog (track 6)
- Kevin Ricard – percussion (tracks 4, 5, 7)
- Chick Corea – piano (track 4)
- Poogie Bell - drums (tracks 5, 6)
- J.D. Blair – drums (track 9)
- Karlton Taylor – keyboards (track 9)
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