- Richie Kotzen � lead vocals, background vocals, guitar, mandolin, bass, wurlitzer piano, piano, additional keyboards, drums (on "Strength"), B3 and whirly solos (on "I'm Losing You"), B3 (on "Open Your Eyes")
- Billy Sheehan � bass (on "Locked Out")
- Pat Torpey � drums (on "Locked Out")
- Richie Zito � bass, keyboards (on "You Don�t Owe Me")
- Troy Lush � bass, percussion, additional background vocals (on "Open Your Eyes")
- Matt Luneau � drums, harmony vocals (on "Too Deep")
- Arlan Schierbaum � hammond B3, wurlitzer piano (on "Too Deep" & "Cross The Line")
- Richie Kotzen � recorder, mixing
- Richie Zito & Richie Kotzen � production ("You Don�t Owe Me")
- Mark Chalecki � mastering at Capitol Studios