Guitar, Bass, Drums – Gordon BanksSynthesizer – Marvin GayeTenor Saxophone – Bobby Stern

Backing Vocals – Gordon Banks, Harvey Fuqua, Marvin GayeDrums, Electric Piano [Fender Rhodes], Synthesizer, Organ, Bells [Orchestra], Glockenspiel, Bells, Cymbal [Finger], Bongos, Congas – Marvin GayeGuitar – Gordon BanksWritten By – Marvin Gaye And Odell BrownWritten-By – Odell Brown

Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone, Bells [Orchestra], Glockenspiel – Marvin GayeGuitar – Gordon Banks

Drums, Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass] – Marvin GayeGuitar, Bass – Gordon BanksTenor Saxophone – Bobby Stern

Alto Saxophone, Tenor Saxophone – Joel PeskinDrums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone, Bells [Orchestra], Finger Snaps, Bongos, Tambourine – Marvin GayeGuitar – Gordon Banks

Drums – James GadsonDrums, Synthesizer, Bongos – Marvin GayeGuitar – Gordon Banks

Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass], Organ – Marvin GayeGuitar, Bass, Drums – Gordon BanksHarmonica – Bobby Stern

Drums, Guitar, Bass, Electric Piano [Fender Rhodes] – Gordon BanksSynthesizer, Organ – Marvin GayeWritten-By – Gordon Banks