- All compositions by Gary McFarland
- "Winter Colors" - 8:55
- "Willie" - 3:18
- "Sage Hands" - 6:41
- "Bygones and Boogie (Boogie & Out)" - 12:00
- "Mountain Heir" - 4:15
- "Milo's Other Samba" - 5:45
- Recorded at the Lincoln Center Philharmonic Hall in New York City on February 6, 1966
- Gary McFarland – vibraphone, marimba, arranger, conductor
- Bill Berry, John Frosk, Bernie Glow, Joe Newman, Clark Terry - trumpet, flugelhorn
- Bob Brookmeyer, Jimmy Cleveland – trombone
- Bob Northern - french horn
- Jay McAllister - tuba
- Phil Woods - alto saxophone, clarinet
- Jerry Dodgion - alto saxophone, clarinet, flute
- Zoot Sims - tenor saxophone, clarinet
- Richie Kamuca - tenor saxophone, baritone saxophone, bass clarinet, english horn
- Jerome Richardson - baritone saxophone, alto saxophone, clarinet, bass clarinet, flute, piccolo
- Sam Brown, Gábor Szabó - guitar
- Richard Davis - bass
- Joe Cocuzzo – drums
- Tommy Lopez - percussion