Acoustic Bass – Chris Minh DokyElectric Guitar – Nick MorochProducer, Arranged By, Written-By, Keyboards, Programmed By – Philippe SaisseProducer, Arranged By, Written-By, Tenor Saxophone – Kirk WhalumProgrammed By [Additional] – Paul Brown

Bass – Ron JenkinsOrgan [Hammond B-3] – Leon PendarvisProducer, Arranged By, Written-By, Keyboards, Programmed By – Philippe SaisseProducer, Written-By, Tenor Saxophone – Kirk WhalumVocals – Curtis King, Vanesse Thomas*

Drums [Additional] – Sean McCurleyGuitar – Mark Baldwin Keyboards [Additional] – Bill CantosOrgan [Hammond B-3] – Marc Harris*Producer, Arranged By, Written-By, Tenor Saxophone, Keyboards, Programmed By – Kirk WhalumProgrammed By [Additional] – Paul Brown

Drums [Additional] – Chester ThompsonGuitar – Paul Jackson Jr.Producer, Written-By, Keyboards, Programmed By – Oji PierceProducer, Written-By, Tenor Saxophone – Kirk WhalumProgrammed By [Additional] – Paul Brown, Sandy JenkinsVocals – Kevin Whalum, Lynn Fiddmont-Linsey*Written-By, Alto Saxophone, Bass – Gerald Albright

Arranged By, Keyboards, Programmed By – Dan SheaGuitar – Paul Jackson Jr.Producer, Arranged By – Paul BrownTenor Saxophone – Kirk WhalumWritten-By – Brenda Russell

Bass – Abraham LaborielDrums – Bill MaxwellGuitar – Paul Jackson Jr.Keyboards – Bill CantosKeyboards [Additional] – Oji*Percussion – Luis ConteProducer, Arranged By, Written-By, Tenor Saxophone – Kirk WhalumSoprano Saxophone – Justo Almario

Electric Guitar – Nick MorochProducer, Arranged By, Written-By, Keyboards, Programmed By – Philippe SaisseWritten-By, Tenor Saxophone – Kirk Whalum

Backing Vocals [Additional] – Kevin WhalumBass – Dwayne "Smitty" SmithGuitar – Dwight SillsProducer, Written-By, Keyboards, Programmed By – Oji PierceProducer, Written-By, Tenor Saxophone – Kirk WhalumProgrammed By [Additional] – Paul BrownVocals – Howard Hewett

Acoustic Guitar – Marc AntoineBass – Ron JenkinsProducer, Arranged By, Written-By, Keyboards, Programmed By – Philippe SaisseProducer, Written-By, Tenor Saxophone – Kirk Whalum

Acoustic Guitar – Chris RodriguezGuest, Vocals – Allison Krauss*, Michael McDonaldProducer, Written-By, Programmed By [Keyboard], Bass, Arranged By [Rhythm & String] – Tommy Simms*Tenor Saxophone – Kirk WhalumViolin, Mandolin – Stuart Duncan