Arranged By [Strings] – Victor VanacoreBass – Marcus MillerComposed By – James Taylor Guitar [Acoustic] – Toninho HortaHuman Beatbox [Beat Box] – ButterscothOrgan [Hammond B3] – Bruno CardozoPercussion – Paulinho Da CostaPiano [Fender Rhodes] – William MagalhãesVocals, Guitar – George Benson

Backing Vocals – Carolyn Perry*, Lori Perry, Patti Austin, Sharon PerryBass, Keyboards, Marimba, Arranged By [Strings] – Marcus MillerComposed By – Catero ColbertComposed By, Arranged By, Keyboards – Rod TempertonDrums – John Robinson Guitar – Jubu*, Paul Jackson Jr.Keyboards – Greg PhillinganesPercussion – Paulinho Da CostaVocals, Guitar [Solo] – George Benson

Arranged By [Horns] – Jerry HeyBass – Marcus MillerComposed By, Arranged By [Strings & Horns], Keyboards – David PaichComposed By, Guitar – Steve LukatherDrums – John Robinson Guitar – Jubu*, Paul Jackson Jr.Piano – Greg PhillinganesSynthesizer – Steve PorcaroVocals, Guitar – George Benson

Arranged By [Strings & Horns] – Victor VanacoreBacking Vocals – Carolyn Perry*, Lori Perry, Patti Austin, Sharon PerryBass, Arranged By [Horns] – Marcus MillerComposed By – Bill WithersDrums – John Robinson Guitar – Jubu*Keyboards – Greg PhillinganesOrgan [Hammond B3] – Bobby Sparks IIPercussion – Paulinho Da CostaSaxophone – Gerald AlbrightVocals – Lalah HathawayVocals, Guitar – George Benson

Arranged By [Strings] – Victor VanacoreBass – Marcus MillerComposed By – Donny Hathaway, Ed HowardDrums – John Robinson Guitar – Jubu*Keyboards – Greg PhillinganesPercussion – Paulinho Da CostaVocals, Guitar – George Benson

Bass, Drum Programming [Drum Loop Programming], Arranged By – Marcus MillerComposed By – Christopher Lomax, Larry Troutman, Marlon McClain, Robert Harris, Roger TroutmanDrums – John Robinson Keyboards, Organ [Hammond B3] – Bobby Sparks IIPiano [Fender Rhodes] – Greg PhillinganesVocals, Guitar – George Benson, Norman Brown

Bass – Marcus MillerComposed By – Justin Tocket, Marc Broussard, Radney FosterDrums – John Robinson Guitar – Jubu*Organ [Hammond B3] – Bobby Sparks IIPercussion – Paulinho Da CostaPiano [Fender Rhodes] – Greg PhillinganesSaxophone, Arranged By [Horns] – Tom ScottVocals, Guitar – George Benson

Composed By, Bass, Percussion, Vocals, Arranged By – Marcus MillerDrums – John Robinson Guitar – Jubu*, Wah Wah Watson*Keyboards – Greg PhillinganesPercussion – Paulinho Da CostaVocals – Patti AustinVocals, Guitar – George Benson

Arranged By [Strings] – Victor VanacoreBass – Marcus MillerComposed By – Tony Joe WhiteDrums – John Robinson Guitar – Jubu*Organ [Hammond B3] – Bobby Sparks IIPiano [Fender Rhodes] – Greg PhillinganesVocals, Guitar – George Benson

Backing Vocals – J.J. Blair, Leslie SmithBass, Programmed By [Percussion], Arranged By [Strings] – Marcus MillerComposed By, Backing Vocals – Smokey RobinsonComposed By, Keyboards, Backing Vocals – David GarfieldDrums – John Robinson Guitar – Jubu*Guitar [Acoustic & Electric] – Lee RitenourPercussion – Paulinho Da CostaVocals, Guitar – George Benson

Bass, Vibraphone [Vibes], Arranged By [Strings & Horns] – Marcus MillerComposed By – Lamont DozierDrums – John Robinson Guitar – Jubu*, Wah Wah Watson*Piano – Greg PhillinganesVocals, Guitar – George Benson

Composed By – Christopher CrossDrums – Maguinho AlcantaraGuitar [Acoustic] – Marcelo Lima, Toninho HortaKeyboards – Bruno CardozoPiano [Fender Rhodes] – William MagalhãesVocals, Guitar – George BensonWind Chimes – Noel Lee