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| Michelle Willson | Primary Artist, Primary Artist, Vocals |
| Ronnie Earl | Guitar |
| Gordon "Sax" Beadle | Alto Horn, Alto Saxophone, Tenor Saxophone, Soloist |
| Randy Bramwell | Bass, Bass Guitar, Fender Jazz Bass |
| Barry Fleisher | Baritone Saxophone, Soloist |
| Russell Jewell | Trombone |
| Ron Levy | Piano, Rhythm Guitar, Alto Horn, Hammond Organ, Background Vocals, Whistle (Instrument), Vibes |
| Sugar Ray Norcia | Vocals |
| Greg Piccolo | Tenor Saxophone |
| Scott Shetler | Alto Horn, Baritone Saxophone, Tenor Saxophone |
| Bird Taylor | Background Vocals |
| Mike Williams | Guitar, Alto Horn, Soloist |
| Scott Aruda | Trumpet |
| Ed Scheer | Percussion |
| Buck Taylor | Background Vocals |
| Steve Brown | Percussion, Drums |
| Steve Brown | Percussion, Drums |
| Chuck Chaplin | Piano, Soloist |
| Piccolo | Tenor Saxophone |
| Jesse Williams | Brass, Acoustic Bass |
| Bobby Troup | Composer |
| Gordon "Sax" Beadle | Horn Arrangements |
| Randy Bramwell | Contributor |
| Joe Brescio | Mastering |
| Tyran Carlo | Composer |
| Gwen Fuqua | Composer |
| Berry Gordy Jr. | Composer |
| Ron Levy | Producer, Vocal Arrangements, Horn Arrangements, rhythm arrangement |
| Scott Shetler | Horn Arrangements |
| Mike Williams | Horn Arrangements |
| Chris Rival | Engineer |
Editorial Reviews
All Music Guide - Scott Yanow
Michelle Willson is a shouting blues singer with plenty of sass who is quite assertive and not shy about talking about her desires and feelings, some of which are fairly obvious. This CD is full of extroverted singing with fine backup from a '50s style jump-blues group that plays in the vein of Roomful of Blues. There are a liberal amount of tenor and guitar solos and some of the music really cooks. Highlights include "Better Left Unsaid" whose lyrics change direction in a surprising way, the double entendre "Long John Blues" the usual tale about visiting a dentist, a rare remake of Bobby Troup's "The Girl Can't Help It" from the Jayne Mansfield movie of the same name and ...