Souled Out (Tower of Power album)

1. "Souled Out" (Castillo, Kupka, Marion McClain) - 3:49
2. "Taxed to the Max" (Kupka, Jeff Lorber, Jeff Pescetto) - 4:19
3. "Keep Comin' Back" (Lorber, Pescetto) - 3:47
4. "Soothe You" (Troy Dexter, Grillo) - 3:52
5. "Do You Wanna (Make Love to Me)" (Castillo, Lorber) - 3:51
6. "Lovin' You Forever" (McClain) - 4:15
7. "Gotta Make a Change" (Danielian, Bob Franceschini, Ozzie Mendelez) - 3:38
8. "Diggin' on James Brown" (Castillo, Ken Kessie) - 4:40
9. "Sexy Soul" (Castillo) - 4:43
10. "Just Like You" (Castillo, Kupka, Pescetto) - 4:27
11. "Once You Get a Taste" (Castillo, Kessie, James Wirrick) - 4:01
12. "Undercurrent" (Danielian, Mann) - 5:01

Tower of Power

• Brent Carter – lead and backing vocals
• Emilio Castillo – tenor saxophone, backing vocals, lead vocals (8)
• Stephen "Doc" Kupka – baritone saxophone
• David Mann – alto saxophone, tenor saxophone, horn arrangements (1, 5, 8, 9, 10, 12), tenor sax solo (8, 9, 12)
• Bill Churchville – trombone, trumpet, flugelhorn, horn arrangements (2, 3, 4), lead trumpet (2, 3, 4, 6, 9, 11), trumpet solo (7), trombone (11)
• Barry Danielian – trumpet, lead trumpet (1, 5, 7, 8, 10, 12), horn arrangements (1, 5, 7-10, 12), flugelhorn solo (6), trumpet solo (12)
• Nick Milo – keyboards, Hammond B3 organ solo (2), Minimoog solo (3)
• Carmen Grillo – guitars, guitar solo (11), backing vocals
• Rocco Prestia – bass
• Herman Matthews – drums, percussion, hum-drum (12)

Additional musicians

• Jeff Lorber – clarinet (2, 5), guitars (5)
• Lenny Castro – percussion (3, 4)
• Brandon Fields – saxophone (3, 4)
• Dave Eskridge – horn arrangements (6, 11)
• Bob Franceschini – horn arrangements (7)
• Ozzie Melendez – horn arrangements (7)

• Emilio Castillo – producer
• Jeff Lorber – producer (3-6), overdub recording
• Jeff Pescetto – lead vocal production (2, 5)
• Barry Danielian – co-producer (12)
• David Mann – co-producer (12)
• Ken Kessie – basic track recording
• Alan Meyerson – basic track recording, mixing
• Richard Bosworth – overdub recording
• Randy Faustino – overdub recording
• Roland Alvarez – assistant engineer
• Trent Slatton – assistant engineer
• Michael Caplan – A&R
• Maureen Droney – production coordinator
• Al Masocco – product manager
• David Coleman – art direction
• Christine Wilson – design
• Bret Lopez – photography
• Mimi DeBlaso – stylist
• Michelle Zarin – management

Studios

• Recorded at The Complex and Stagg Street Studio (Los Angeles, California); JHL Sound (Pacific Palisades, California): Wings West Recording (Easton, Connecticut).
• Mixed at JHL Sound

On March 12, 2002, The Walt Disney Company and Kids II, Inc.-owned children's video franchise Baby Einstein parodied the track "Diggin' On James Brown" as "I Know My Shapes" written and performed by Jack Moss in the episode Baby Newton: All About Discovering Shapes, as a way of teaching children early math skills.