George Duke – vocals, acoustic piano, electric pianos, clavinet, organ, synthesizers, bells
David Myles – acoustic guitar, electric guitar, 12-string acoustic guitar, sitar
Ray Obiedo – guitar (3)
Roland Bautista – guitar (8)
Byron Lee Miller – bass (1, 2, 4-9)
"Ready" Freddie Washington – bass (3)
Ricky Lawson – drums (1, 2, 4-9)
Sheila Escovedo – drums (3), percussion
Gary Herbig – alto saxophone, tenor saxophone, piccolo flute
Bill Reichenbach Jr. – trombone, bass trombone
Jerry Hey – trumpet, flugelhorn
Gary Grant – trumpet (7)
Napoleon Murphy Brock – vocals
Lynn Davis – vocals, lead vocals (4)
Josie James – vocals