Acoustic Guitar – Kevin Eubanks (tracks: 2)
Alto Saxophone – Donald Harrison (tracks: 3, 6)
Arranged By – Victor Bailey (tracks: 1 to 6, 8)
Bass – Marcus Miller (tracks: 2)
Bass Guitar, Drum Programming, Synthesizer, Vocals – Victor Bailey
Double Bass – Lonnie Plaxico (tracks: 4)
Drum Programming, Drums [Tom Fills], Cymbal – Poogie Bell (tracks: 4, 5)
Drums – Dennis Chambers (tracks: 3), Omar Hakim (tracks: 1, 2, 4), Richie Morales (tracks: 7)
Guitar – Jon Herington (tracks: 7), Mike "Dino" Campbell* (tracks: 3, 5), Rodney Jones (tracks: 4), Wayne Krantz (tracks: 1)
Hihat, Snare, Cymbal – Rodney Holmes (tracks: 6)
Lead Vocals, Backing Vocals, Trumpet [Piccolo Trumpet] – Mark Ledford (tracks: 3)
Organ [Hammond] – Richard Tee (tracks: 5)
Percussion – Mino Cinelu (tracks: 1, 7), Steve Thornton (tracks: 4)
Piano, Programmed By [Synthesizer], Synthesizer – Jim Beard (tracks: 1, 4, 7)
Piano, Synthesizer, Sampler – Clyde Criner (tracks: 2, 6)
Producer – Poogie Bell (tracks: 3, 5), Victor Bailey
Snare, Hihat, Cymbal – Jeff Watts (tracks: 4)
Soprano Saxophone – Branford Marsalis (tracks: 4), Wayne Shorter (tracks: 3)
Tenor Saxophone – Alex Foster (tracks: 3), Bill Evans (3) (tracks: 7), Michael Brecker (tracks: 1), Najee (tracks: 5)
Trumpet – Terence Blanchard (tracks: 2, 3)
Voice, Vocals – Clarence Robinson (tracks: 6)

Written-By – B. Hannigan (tracks: 4), Cody Williams (tracks: 4), Thelonious Monk (tracks: 4), Victor Bailey (tracks: 1 to 3, 5, 6, 8)
Written-By, Arranged By – Jim Beard (tracks: 7)