Silver Rain

All compositions by Marcus Miller, except as noted.

1. "Intro Duction" – 0:30
2. "Bruce Lee" – 5:23
3. "La Villette" – 5:54
4. "Behind The Smile" – 6:24
5. "Frankenstein" (Edgar Winter) – 6:33
6. "Moonlight Sonata" (Ludwig van Beethoven) – 7:38
7. "Boogie On Reggae Woman" (Stevie Wonder) – 5:02
8. "Paris (Interlude)" – 1:14
9. "Silver Rain" – 6:08
10. "Make Up My Mind" – 3:42
11. "Girls and Boys" (Prince) – 5:36
12. "Sophisticated Lady" (Duke Ellington) – 5:23
13. "Power of Soul" (Jimi Hendrix) – 6:53
14. "Outro Duction" – 0:53
15. "If Only For One Night" – 8:11

• Poogie Bell – Drums
• Dean Brown – Acoustic and Electric guitar
• Ronald Bruner – Drums
• Roger Byam – Tenor saxophone, Soloist
• Jessica Celious – background vocals
• Eric Clapton – Guitar, Vocals, Soloist
• Bruce Flowers – Organ, Fender Rhodes, Synthesizer Bass
• Kenny Garrett – Alto saxophone, Soloist
• Lalah Hathaway – Vocals
• Kenny Hicks – Tenor (Vocal)
• Munyungo Jackson – Percussion
• Joey Kibble – background vocals
• Mark Kibble – background vocals, Engineer
• Eartha Kitt – Vocals
• Gregoire Maret – Harmonica
• Marcus Miller – Organ, Synthesizer, Bass, Percussion, Piano, Scratching, Arranger, Clarinet (Bass), Drums, Keyboards, Tambourine, Vocals (background), Moog Synthesizer, Producer, Engineer, Fretless Bass, Woodwind, Executive Producer, Bass (Acoustic), Beat Box, Fender Rhodes, Rhythm Box, Synthesizer Orchestration, Finger Snapping, Udu, Synthesizer Strings
• Lucky Peterson – Guitar
• Patches Stewart – Trumpet, Soloist
• Kirk Whalum – Tenor saxophone, Soloist
• Bernard Wright – Keyboards

• Adam Dorn – Engineer
• Dropper – Engineer
• Jack Frisch – Art Direction, Design, Photography
• Harold Goode – Executive Producer
• Bibi Green – Production Coordination
• Kumiko Higo – Photography
• Takamasa Honda – Engineer, Assistant Engineer, Mixing, Technical Supervisor
• Goh Hotoda – Mixing
• Dave Huston – Assistant Engineer
• David Isaac – Producer, Engineer, Mixing
• Reuben Jackson – Liner Notes
• Kaori Kinoshita – Assistant Engineer
• Hank Martin – Executive Producer
• Zach McNees – Assistant Engineer
• Mocean Worker – Effects
• Gretchen ONeal – Coordination
• Bryan Russell – Assistant Engineer
• Louie Teran – Mastering
• Dennis Thompson – Engineer, Mixing