Roy Hargrove – trumpet, flugelhorn, vocals, clapping
D'Angelo – vocals (9)
Renée Neufville – vocals, keyboards, Wurlitzer electronic piano, clapping
Keith Anderson – saxophone
David "Fathead" Newman – saxophone, flute, clapping; (1–6, 8, 10–12)
Todd Parsnow – guitar, clapping
Bobby Sparks – piano, organ, keyboards, Rhodes piano, Moog synthesizer, Clavinet, clapping
Charles McCampbell – piano, organ, keyboards (Roland XP-80), Rhodes piano, Clavinet, clapping, vocals
Lenny Stallworth, Reggie Washington – bass, clapping
Jason Thomas – drums
Willie Jones III – drums, clapping