Lenny Pickett - 1st tenor sax, alto sax, bass sax, soprano sax, flute, alto flute, piccolo
Stephen "Doc" Kupka - baritone sax, English horn, background vocals
Greg Adams - trumpet, fluegelhorn, orchestra bells, background vocals
Mic Gillette - trumpet, fluegelhorn, trombone, bass trombone, background vocals
Bruce Conte - guitar, background vocals
Chester Thompson - organ, bass pedals, acoustic piano, Fender Rhodes, clavinet, background vocals
Emilio Castillo - 2nd tenor sax, background vocals
Brent Byars - conga drums
David Garibaldi - drums
Francis Rocco Prestia - bass guitar
Lenny Williams - lead vocals