Gregg Field – drums
Michael Fisher – percussion
Sheila E. – percussion (3)
Chuck Berghofer – bass guitar
George Benson – vocals, guitar
Tim May – guitar
Mike O'Neill – baritone guitar (15), banjo (15)
Randy Waldman – acoustic piano, conductor, arrangements (2, 3, 6, 9, 10, 14, 15), string arrangements (4), backing vocals (10)
Lil' Georgie Benson (age 8) – vocals (1), ukulele (1)
Idina Menzel – vocals (5)
Alvin Chea – backing vocals (9, 10, 14, 15)
Janey Clewer – backing vocals (9, 10, 14, 15)
Don Shelton – backing vocals (9, 10)
Chris Papastephanou – backing vocals (10)
Judith Hill – vocals (11)
Wynton Marsalis – trumpet (3)
Till Brönner – trumpet (9)
Nelson Riddle – original arrangements (2, 7, 8, 11, 12, 13), horn arrangements (4)