John Mayer vocals; guitars; Korg Triton synthesizer on tracks 1, 4, 7, 10 and 11; omnichord on track 1, 5, 10 and 12; toy piano and vibraphone on track 4; vibraslap on track 7; piano on track 8; percussion on track 11
David LaBruyere bass guitar on all tracks
Nir Z drums on tracks 1, 2, 3, 4, 5, 7, 9, 10, 11, 12 and 14, loops on tracks 2 and 5, percussion on track 6
Brandon Bush Hammond organ on tracks 1, 2, 3, 7, 9 and 14; Wurlitzer electric piano on tracks 1, 4 and 9; Rhodes piano on tracks 5 and 14; Mellotron on tracks 12 and 14
John Alagia percussion on track 1, 2, 3, 4, 5, 8 and 9; guitar on tracks 5 and 9; Hammond organ on track 4 and 6; Wurlitzer electric piano on track 6; jingle bells on track 14; production; mixing on tracks 2, 5, 6, 11, 12 and 14; engineering
Clay Cook backing vocals on tracks 2, 5 and 9
Doug Derryberry backing vocals on tracks 2, 5 and 9
Chris Fischer congas on track 4
Carole Rabinowitz cello on track 6
Jon Catchings cello on track 6
Kristin Wilkinson viola on track 6
David Angell violin on track 6
David Davidson violin on track 6
Jerry Marotta drums on track 8