David Sanborn – alto saxophone, soprano saxophone, alto sax solos
Marcus Miller – acoustic piano, Rhodes piano, Roland Jupiter-8, Yamaha GS2, Oberheim OB-Xa, vocoder, Moog bass, guitars (rhythm, lead and acoustic), Fender bass, fretless bass, percussion, steel drums, timpani, backing vocals (1, 3), BGV arrangements (1)
Michael Colina – acoustic piano (1, 2, 4, 6), Oberheim OB-Xa (1, 2, 4, 6), Roland Jupiter-8 (1, 2, 4, 6), vocoder (1, 2, 4, 6)
Hiram Bullock – Fender Rhodes (1), Yamaha GS2 (1), Moog bass (1), rhythm and lead guitars (1)
Steve Gadd – drums (1, 4)
Ralph MacDonald – congas (2, 8), percussion (2, 8)
Barry Johnson – backing vocals (3)
Tawatha Agee – backing vocals (8)
Yvonne Lewis – backing vocals (8)
Luther Vandross – backing vocals (8)

Marcus Miller – producer
Michael Colina – producer
Ray Bardani – producer, recording, mixing
Bruce Robbins – assistant engineer, technical maintenance
Wayne Warnecke – assistant engineer
George Marino – mastering at Sterling Sound (New York City, New York).
Katherine Jewel – music contractor
Shirley Klein – album coordinator
Marc Silag – assistant production manager
Simon Levy – art direction
Laura LiPuma – design
Lou Beach – front cover college
Desiree Rohr – back cover illustration
Patrick Raines & Associates – management