Michael McDonald – lead and backing vocals, Wurlitzer organ (1, 4, 9, 10), electric guitar (1), horn arrangements (1), acoustic piano (2, 8, 9), Rhodes electric piano (3, 7), harmonica (4), Wurlitzer electric piano (5), keyboards (6), acoustic guitar (6, 8, 10), additional synth pads and brass pad (7), clavinet (7, 9), synthesizers (8), string arrangements (8)
Larry Goldings – Hammond B3 organ (1, 3, 8, 12)
Tim Akers – synthesizers (3)
Jeff Roach – synthesizers (4, 10)
David Paich – synthesizers (5), Hammond B3 organ (5, 9, 10, 11)
John Peppard – synth sequencing (7), original arrangements (7)
Steve Porcaro – synthesizers (7), synth effects (7)
Mike Rojas – Rhodes electric piano (12)
Andrew Ramsey – electric guitar (1)
Warren Haynes – electric guitar (2)
Robben Ford – electric guitar solo (2)
Michael Landau – electric guitar (3, 7, 9, 11, 12), slide guitar (4), guitar solo outro (4), guitar solo (5), electric guitar fills (10)
Dann Huff – electric guitar (4, 8), acoustic guitar (4, 8), guitar solo (4)
Sol Littlefield – additional electric guitar (4), electric guitar solo (10)
Bernie Chiaravalle – 12-string guitar (4), acoustic guitar (5)
David Levita – electric guitar (5, 8, 10), additional guitar (7), acoustic guitar (11), additional electric guitar (11), rhythm electric guitar (12), "robot" guitar solo (12)
Ilya Toshinski – acoustic guitar (6), banjo (6), mandolin (6), additional guitar (8)
Danny Rader – acoustic guitar (10), bouzouki (10)
Craig Young – bass (1, 10)
Willie Weeks – bass (2)
Marcus Miller – bass (3, 9)
Lance Morrison – bass (4)
Tony Lucido – bass (5)
Tommy Sims – bass (7, 11)
Leland Sklar – bass (8)
Michael Rhodes – bass (12)
Shannon Forrest – drums, percussion (1, 3-7, 9-12), drum programming (3, 4, 6-8), synthesizers (6), synth bass (6), brushes (6), string arrangements (6), drum loops (10)
Mark Douthit – sax solo (1), saxophone (2, 11), additional horn arrangements (2), sax arrangement (11)
Ward Smith – tenor saxophone (2)
Tom Scott – sax solo (3, 12)
Branford Marsalis – soprano saxophone (7)
Scott Mayo – alto and tenor saxophones (9, 12)
George Shelby – baritone and tenor saxophones (9, 12)
Matt Perrine – sousaphone (2)
Barry Green – trombone (2)
Mark Mullins – trombone (2), horn arrangements (2)
Andrew Lippman – trombone (9, 12)
Bobby Campo – trumpet (2)
Steve Patrick – trumpet (2)
Michael Leonhart – trumpet (3), flugelhorn (3), horn arrangements (3)
Harry Kim – trumpet (9, 12)
David Frank – horn arrangements (9, 12)
Matt McCauley – string arrangements and conductor (2)
The Kris Wilkinson Strings – strings (2)
Amy Holland – guest vocals (1)
Drea Rheneé – guest vocals (9)