Flute [Flutes] – NajeeProducer, Recorded By, Mixed By, Programmed By, Synth, Keyboards – Bryan LorenWritten-By – Doug Knotneeded

Mixed By – Alan Meyerson, Fareed, NajeeProducer – Fareed, NajeeRecorded By – FareedSoprano Saxophone, Keyboards, Drum Programming – NajeeWritten-By – Najee

Backing Vocals [Background Vocals] – Angel Rogers, Brenda Lee Eager, Jeffrey PescettoDrums, Percussion – Steven DubinGuitar – Paul Jackson, Jr.Keyboards – Mitchel ForemanMixed By – Alan MeyersonProducer – Jeffrey Pescetto, Steven DubinRecorded By – Barry Rudolph, David Bianco, Ernie Sheesley, Mike RossSoprano Saxophone – NajeeWritten-By – Color Me Badd, Hamza Lee

Alto Saxophone, Flute – NajeeBacking Vocals [Background Vocals] – Jeffrey Osborne, Josie James, Lori Perry, Phil Perry Bass – Freddy WashingtonCoordinator [Production Coordinator] – Faith R. FoxEngineer [Assistant] – Kevin Becca, Wayne HolmesGuitar – Paul Jackson, Jr.Keyboards, Synth [Synclavier Drums] – George DukeLead Vocals – Jeffrey OsborneProducer, Arranged By – George DukeRecorded By, Mixed By – Eric ZoblerWritten-By – Eric Pressley, Tom Keane, Tyler Collins

Arranged By – Arif Mardin, Steve SkinnerBacking Vocals [Background Vocals] – Jerry Barnes, Katresse Barnes, Rachele Cappelli, Reggie GriffinCoordinator [Production Coordinator] – Lisa MaldonadoEngineer [Assistant] – Rich JulyGuitar – Paul PescoHihat – Omar HakimKeyboards [All Keyboards], Programmed By [All Programming] – Steve SkinnerLead Vocals – Freddie JacksonProducer – Arif MardinRecorded By, Mixed By – MIchael O'ReillySoprano Saxophone – NajeeWritten-By – Joshua Kadison

Backing Vocals [Background Vocals] – Jerry Elcock, Ma 'Ree, Veronica MenyweatherEngineer [Engineered By], Mixed By – FareedProducer, Arranged By – Fareed, NajeeTenor Saxophone, Drum Programming, Keyboards, Bass [Bass Synth] – NajeeWritten-By – Najee

Acoustic Guitar – Paul Jackson, Jr.Backing Vocals [Background Vocals] – Caron Wheeler, Jean McClaineBass – Abe LaborielDrums, Percussion – Steven DubinKeyboards, Piano – Mitchel ForemanLead Vocals – Caron WheelerMixed By – Alan MeyersonProducer – Jeff Pescetto, Steven DubinRecorded By – Barry Rudolph, David Bianco, Ernie Sheesley, Mike RossWritten-By – Jeffrey Pescetto, Steven Dubin

Alto Saxophone, Drums – NajeeKeyboards, Bass – Alec ShantzisMixed By – Alan Meyerson, Fareed, NajeeProducer – Fareed, NajeeRecorded By – FareedWritten-By – Alec Shantzis, Najee

Backing Vocals [Background Vocals] – Dahlia Sizer, Jerry Elcock, Veronica MenyweatherBass [Bass Synth] – Artie ReynoldsDrums – FareedEngineer [Engineered By] – FareedLead Vocals – Veronica MenyweatherMixed By – Alan Meyerson, Fareed, NajeeProducer – Fareed, NajeeSoprano Saxophone, Keyboards – NajeeWritten-By – Charlie Ernst, Wayne Brathwaite

Backing Vocals [Background Vocals] – Dahlia Sizer, Jerry Elcock, Veronica MenyweatherLead Vocals – Will DowningMixed By – Alan Meyerson, Fareed, NajeeProducer, Arranged By – Fareed, NajeeSoprano Saxophone, Bass [Bass Synth], Keyboards, Programmed By [Keyboards] – NajeeWritten-By – Armsted Christian, Najee

Backing Vocals [Background Vocals] – Veronica MenyweatherDrums, Percussion – FareedEngineer [Engineered By] – FareedMixed By – Alan Meyerson, Fareed, NajeeProducer – Fareed, NajeeTenor Saxophone, Keyboards, Bass – NajeeWritten-By – Najee

Drums – FareedFlute [All Flutes], Keyboards – NajeeMixed By – Alan Meyerson, Fareed, NajeeProducer, Arranged By – Fareed, NajeeRecorded By – FareedWritten-By – Najee

Backing Vocals [Background Vocals] – Marcus MillerBass Guitar, Keyboards, Drum Programming – Marcus MillerCoordinator [Production Coordinator] – Bibi GreenDrums – Poogie BellEngineer [Mixing Assistant Engineer] – Bed Fowler, Milton ChanMixed By – Barney PerkinsProducer – Marcus MillerProgrammed By [Synthesizer Sound Programming] – Jason MilesRecorded By – Leslie Ann Jones, Marcus Miller, Matthew "Boom" La Monica, Perter DoellTenor Saxophone, Flute – NajeeWritten-By – Marcus Miller