Eric Stewart – lead vocals (tracks 1-5, 7-10), slide guitar & strings (track 1), Fender Rhodes electric piano (tracks 1, 2, 5), grand piano
Graham Gouldman – guitars (tracks 1-10), backing vocals (tracks 1-9)
Lol Creme – backing vocals (tracks 2, 4, 5, 6, 8, 9)
Kevin Godley – lead vocals (track 6), backing vocals (tracks 5, 8)
Jeff Porcaro – drums, percussion
Freddie Washington – 5-string bass guitar
Michael Landau – lead guitar (tracks 2, 5, 6, 9, 10), rhythm guitar (track 7)
David Paich – Hammond B3 organ (tracks 2, 6), melody synth (track 5), string synth (track 10)
Bashiri Johnson – percussion (tracks 5, 6, 9), tambourine (track 7)
Andrew Gold – 12 string guitar (track 8)
Dr. John – grand piano (tracks 3, 4, 8)
Paul Griffin – synthesizers (track 5)
Jerry Hey – horn arrangement & trumpet (tracks 5, 7)
Gary Grant – trumpet (tracks 5, 7)
Dan Higgins – saxophone (tracks 5, 7)
Frank Floyd, Fonzi Thornton, Curtis King, Tawatha Agee, Vaneese Thomas – backing vocals (track 5)
Kim Hutchcroften – saxophone (track 7)
Bill Reichenbach Jr. – trombone (track 7)
Gordon Gaines – lead guitar (track 8)