David Sanborn – alto saxophone
Don Grolnick – keyboards
Marcus Miller – synthesizers, bass guitar, backing vocals
Hiram Bullock – guitars, backing vocals
Buddy Williams – drums
Errol "Crusher" Bennett – percussion (2)
Ralph MacDonald – percussion (3, 5, 8)
Michael White – percussion (6)
Michael Brecker – tenor saxophone (8)
Randy Brecker – trumpet (8)
Jon Faddis – trumpet (8)
Hamish Stuart – lead vocals (6)
Vivian Cherry – backing vocals (8)
Frank Floyd – backing vocals (8)
Lani Groves – backing vocals (8)

Russ Titelman – executive producer
Marcus Miller – producer
Elliot Scheiner – recording, mixing
Paul Brown – additional engineer
Guy Charbonneau – additional engineer
Marti Robertson – additional engineer
Jerry Solomon – additional engineer
Joe Arnold – second engineer
Cliff Bonnell – second engineer
Erika Klein – second engineer
Stanley Wallace – second engineer
George Marino – mastering at Sterling Sound (New York, New York).
Gary Gellar – live recording coordinator
Mary Melia – production assistant
Shirley Klein – album coordinator
Laura LiPuma – art direction, design
Toshi Kazama – photography