David Sanborn alto saxophone, soprano saxophone (1), tenor saxophone (1), Fender Rhodes (1, 5), handclaps (3), Hammond B3 organ (7)
Michael Colina synthesizers (1, 4), string arrangements (2, 5, 6, 8), Polymoog (3, 68), Crumar electric piano (3, 8), acoustic piano (4), Fender Rhodes (6), acoustic bass (7) />
Don Grolnick clavinet (1, 3), Fender Rhodes (2, 7), acoustic piano (8)
Paul Shaffer Fender Rhodes (4)
Rob Mounsey Yamaha electric piano (6)
Hiram Bullock electric guitar (1)
David Spinozza electric guitar (3, 5, 6, 8), acoustic guitar (5, 6)
Jeff Mironov guitars (4)
Danny Kortchmar electric guitar (7)
Waddy Wachtel electric guitar (7)
Neil Jason bass (1, 3, 4, 6, 8), fretless bass (5)
Marcus Miller bass (2)
John Evans bass (7)
Steve Gadd drums (1, 3, 5, 6, 8)
Rick Marotta drums (2, 7)
Buddy Williams drums (4)
Ray Bardani percussion (1, 6), cowbell (3), handclaps (3), tambourine (3, 4, 8), hi-hat (7), cabasa (8)
Ralph MacDonald congas (1, 6), percussion (1, 2), finger cymbals (5), triangle (5)
Michael Mainieri electric vibraphone (2), marimba (2), bass marimba (2)
Jody Linscott congas (3, 5, 7, 8), cowbell (5), cabasa (7), devil stick (7)
Lisa Nalven handclaps (3)
Spike handclaps (3)
Julian Fifer cello (2, 5, 6, 8)
Richard Sher cello (2, 5, 6, 8)
Ronnie Bauch violin (2, 5, 6, 8)
Guillermo Figueroa violin (2, 5, 6, 8)
William Henry violin (2, 5, 6, 8)
Benjamin Hudson violin (2, 5, 6, 8)
Joanna Jenner violin (2, 5, 6, 8)
How Liang-Ping violin (2, 5, 6, 8)
Ruth Waterman violin (2, 5, 6, 8)
Carol Zeavin violin (2, 5, 6, 8)
James Taylor backing vocals (2)
David Lasley backing vocals (2)
Arnold McCuller backing vocals (2)
Naimy Hackett backing vocals (3)
Bette Sussman backing vocals (3)
John Simon executive producer
Michael Colina producer
Ray Bardani producer (4), recording, mixing
George Marino mastering at Sterling Sound (New York, NY)
Allen Grogin production assistant
Katherine Jewel album coordinator
Basil Pao art direction, design
Aram Gesar cover photography
David Gahr portrait photography