David Sanborn – alto saxophone, Fender Rhodes (1, 2, 4), Wurlitzer electric piano (1), saxello (3, 5), percussion (4)
Marcus Miller – bass guitar (1, 3, 5, 6), Moog bass (1, 2, 4), Fender Rhodes (3, 5, 6), Prophet-5 (3), electric guitar (3, 5, 6), drums (3), bells (6), acoustic piano (7)
Michael Colina – Oberheim OB-X (1, 6), Prophet-5 (6)
Buzz Feiten – electric guitar, acoustic guitar (1, 2)
Hiram Bullock – electric guitar, percussion (4)
Steve Gadd – drums (1, 2, 5, 6)
Buddy Williams – drums (4), percussion (4)
Lenny Castro – percussion (1, 2, 4), congas (2, 4), timbales (2)
Ray Bardani – gong (3)
Ralph MacDonald – percussion (6)
Tom Scott – flute (5), tenor saxophone (5)
Patti Austin – backing vocals (2)
Kacey Cisyk – backing vocals (2)
Lani Groves – backing vocals (2, 6)
Valerie Simpson – backing vocals (2)
Diva Gray – backing vocals (6)
Gordon Grody – backing vocals (6)
Hamish Stuart – backing vocals (6)

Ray Bardani – producer, recording, mixing
Michael Colina – producer
George Marino – mastering at Sterling Sound (New York, NY).
Katherine Jewel – album coordinator
Claire Moriece – production coordinator
Christine Sauers – art direction, design
Leonard F. Konopelski – illustration, lettering