John Mayer's third studio album follows the multi-platinum "Room for Squares" (2001) and "Heavier Things" (2003), and marks his first turn as producer. It is his most soulful, cohesive collection yet and he says it's no accident that this project is where all of his efforts, his potential, and his disparate influences fully come together.

Ben Carley - Trumpet
Chalmers "Spanky" Alford - Guitar
Harley Pasternak - Vocals
Jack Hale - Trombone
James Valentine - Guitar
Jamie Muhoberac - Keyboards
Jim Mahorn - Sax (Baritone)
John Mayer - Vocals, Producer, Art Direction, Photography
Kristen Moss - Vocals
Lannie McMIllian - Sax (Tenor)
Larry Goldings - Organ, Keyboards
Lester Snell - Organ, Fender Rhodes, Horn Arrangements
Maggie Slavonic - Vocals
René Martínez - Guitar Technician
Ricky Cytonbaum - Vocals
Ricky Peterson - Piano, Keyboards
Roy Hargrove - Horn
Sandy Vongdasy - Vocals
Scotty Crowe - Vocals
Steven "Steven J." Jordan - Percussion, Drums, Vocals, Producer

additional and creditted personnel:
John Mayer – vocals, guitars, production
Pino Palladino – bass guitar
Steve Jordan – drums on all tracks except 5; percussion on tracks 1, 2, 5, 8, and 10; backing vocals on track 1; production
Ricky Peterson – keyboards on tracks 1, 6, 11 and 12; backing vocals on track 1
Roy Hargrove – horns on tracks 1 and 2
Willie Weeks – bass on track 2
Ben Harper – guitar on track 3
Clayton Cameron – drums on track 3
Manolo Badrena – percussion on track 3
Larry Goldings – keyboards and organ on track 4
James Valentine – guitar on tracks 7 and 11
Jamie Muhoberac – keyboards on tracks 7 and 11
Charlie Hunter – eight-string guitar on track 11
Jim LeBlanc-Barnes – shaker on tracks 4 and 11; backing vocals on track 9

Lester Snell – keyboards and horn arrangements assistance on track 12
Boo Mitchell – horn arrangements on track 12
Willie Mitchell – horn arrangements on track 12
Carlos Saucedo – guitars on track 12
Harley Pasternak – backing vocals on track 1
Jeannie Martinez – backing vocals on track 1
Kristen Moss – backing vocals on track 1
Lee Padgett – backing vocals on track 1
Maggie Slavonic – backing vocals on track 1
Ricky Cytonbaum – backing vocals on track 1
Sandy Vongdasy – backing vocals on track 1
Scotty Crowe – backing vocals on track 1