Steve Lukather - guitars, lead and background vocals
CJ Vanston - keyboards and atmospheres
Steve Weingart - keyboards
Carlitos Del Puerto - bass
Eric Valentine - drums
Lenny Castro - percussion
Joseph Williams, Phil Collen, CJ Vanston - background vocals

Additional musicians
Trevor Lukather - power guitars on 4
Tina Lukather - background vocals on 1
Fee Waybill - background vocals on 5 and 7
Jory Steinberg - background vocals on 1, 2 and 8
Bernard Fowler - background vocals on 1
Jake Hays - handclaps and "heys"
Phil Collen - background vocals on 3 and 4
CJ Vanston - background vocals on 3
Glenn Berger - saxophone on 2

Recorded by Steve MacMillan
Additional recording by CJ Vanston
Mixed by CJ Vanston