[1] Footin' It (Benson/Sebesky) - 4:15
[2] Face It Boy It's Over (Stanton/Bedale) - 4:00
[3] Shape Of Things To Come (Mann/Weil) - 5:40
[4] Chattanooga Choo Choo (Warren/Gordon) - 3:30
[5] Don't Let Me Lose This Dream (Franklin/White) - 4:40
[6] Shape Of Things That Are And Were (Benson) - 5:45
[7] Last Train To Clarksville (Boyce/Hart) - 5:30
Ron Carter - Bass
Richard Davis - Bass
Herbie Hancock - Piano
Hank Jones - Piano
Marvin Stamm - Trumpet, Flugelhorn, Piccolo
Wayne Andre - Trombone, Baritone Saxophone
Burt Collins - Trumpet
Charles Covington - Organ
Johnny Pacheco - Conga
Don Sebesky - Arranger, Conductor
Bernard Eichen - Violin
Jack Jennings - Percussion, Vibraphone
Charles Libove - Violin
Buddy Lucas - Harmonica, Aplified Harmonica, Tenor Saxophone
Dave Mankovitz - Viola
George Marge - Flute
Leo Morris - Drums
Romeo Penque - Flute
Alan Raph - Tuba, Valve Trombone
George Ricci - Cello
Joseph J. Shepley - Trumpet, Flugelhorn
Stanley Webb - Flute
Joe Shepley - Trumpet, Flugelhorn
Rudy Van Gelder - Engineer, Digital Mastering
John Snyder - Digital Mastering
Pete Turner - Photography
Sam Antupit - Design
Ira Gitler - Liner Notes
Pete Turner - Cover Photos
Upon Wes Montgomery's sudden death June 15, 1968, Creed Taylor signed
Benson up and immediately thrust him onto the master's pedestal - or so
the line has it. While this smashing debut for A&M has some of the
Wes trappings - Don Sebesky's charts, Herbie Hancock and Ron Carter in
the rhythm team - Benson triumphantly stamps his own image on the
sessions with his infectious riffing, R&B slant, and solid jazz
licks, propelled by Wes Covington's soulful organ and Leo Morris'
driving drums. Just once, Benson tries a Varitone hookup with
multi-speed overdubbings a la Les Paul on the title track; he would
never use it again on discs but it is a great, futuristic electronic
guitar trip, driven hard by a sizzling rhythm section and decorated
sparingly by Sebesky. This superbly-produced record made Benson a
formidable pop/jazz guitar star, not a mere Montgomery clone.