- "Imaginary Islands" (Chuck Greenberg) – 4:23
- "Hey! Your Hat's On Backwards" (Stuart Nevitt) – 4:52
- "Secret Gathering" (Armen Chakmakian) – 5:06
- "Ebony Wind" (Greenberg) – 4:38
- "Castaneda's Boogie" (Phil Maggini) – 5:54
- "Baker's Dozen" (Greenberg) – 4:46
- "Night Passage" (Chakmakian) – 3:44
- "Remembrance" (Maggini) – 3:53
- "How Much Does Zimbabwe?" (Nevitt) – 4:54
- "The Spirit Door" (Maggini) – 6:24
- Armen Chakmakian – keyboards, piano, synthesizer
- Chuck Greenberg – alto flute, Lyricon, soprano saxophone, tenor saxophone, woodwind
- Phil Maggini – bass guitar, upright bass, flute, fretless bass, keyboards, vocals
- Stuart Nevitt – bass guitar, electric bass, cymbals, drums, electric drums, snare drum, percussion, sound effects, vocals
Additional personnel
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- Andy Abad – acoustic guitar, electric guitar
- Aaron Gross – dumbek
- Danny Heines – acoustic guitar, electric guitar, lap steel guitar
- Glenn Morrison – flugelhorn
- Ramon Yslas – bongos, chimes, congas, percussion, shaker, sound effects