David Sanborn – alto saxophone (1, 4, 5, 7, 8), saxophone section (1, 4), soprano saxophone (2, 3, 6, 9)
Don Freeman – keyboards, synthesizers (2, 7, 8)
Michael Sembello – guitars, lead vocals (5, 9), backing vocals (5)
Marcus Miller – bass guitar, synthesizers (4)
Omar Hakim – drums, tambourine (4)
Paulinho da Costa – percussion
George Duke – clavinet (1)
Lance Ong – synthesizers (2, 8)
James Skelton – Hammond B3 organ (4)
Spike – synthesizer and IRT strings (5, 6, 8, 9)
Buzz Feiten – rhythm guitar (1)
Malando Gassama – percussion (5)
Bob Mintzer – bass clarinet (1)
Bill Evans – saxophone (4), saxophone section (4)
Robert A. Martin – French horn (9)
Cruz Baca Sembello – backing vocals (5, 9)

Robert Margouleff – producer
Howard Siegel – engineer, mixing
Karat Faye – second engineer
Rudy Hill – assistant engineer
Gregg Mann – assistant engineer
Mike Morongell – assistant engineer
Wayne Yurglin – assistant engineer
Barbara Rooney – assistant engineer
Stephen Marcussen – mastering at Precision Lacquer (Hollywood, CA).
Ilyce Weiner – production coordinator
Christine Sauers – art direction, design
Richard Seireeni – art direction
Kohei Onashi – illustration
Michael Halsband – photography
Patrick Raines & Associates – management