Bass Guitar, Piano [Wurlitzer], Programmed By [Rhythm], Sampler [Vocal] – Marcus MillerDrums – Poogie Bell*Mixed By – Goh HotodaProgrammed By [Sound] – David "The Cat" Ward*Sampler [Vocal] – Bill CosbySaxophone [Alto] – Kenny GarrettSynthesizer, Organ – Bernard WrightTrumpet – Michael "Patches" StewartWritten-By – Marcus Miller

Bass Guitar, Synthesizer, Programmed By [Rhythm] – Marcus MillerClavinet – Bernard WrightDrums – Poogie Bell*Mixed By – Goh HotodaProgrammed By [Sound] – David "The Cat" Ward*Sampler [Vocal] – The Pointer Sisters*Saxophone [Alto] – Kenny GarrettTrumpet – Michael "Patches" StewartWritten-By – Allen Toussaint, Marcus Miller

Bass Guitar, Piano [Wurlitzer], Synthesizer, Organ, Rhythm Guitar, Programmed By [Rhythm] – Marcus MillerDrums – Poogie Bell*Drums [Fills] – Lenny WhiteGuitar [Lead] – Hiram BullockMixed By – Ray BardaniOrgan – Bernard WrightProgrammed By [Sound] – David "The Cat" Ward*Saxophone [Alto] – Kenny GarrettVoice [Voice Recording] – Eric GaleWritten-By – Marcus Miller

Bass Guitar, Keyboards, Bass Clarinet, Guitar, Programmed By [Rhythm, Sound] – Marcus MillerMixed By – Ray BardaniProgrammed By [Additional Sound] – Jason MilesSaxophone [Alto] – Kenny GarrettSaxophone [Tenor] – Joshua RedmanTrumpet – Michael "Patches" StewartVoice [Voice Recording] – Miles DavisWritten-By – Marcus Miller

Bass Guitar, Keyboards, Bass Clarinet, Programmed By [Sound] – Marcus MillerDrums – Poogie Bell*Mixed By – Goh HotodaVocals, Synthesizer – Me'Shell NdegéOcelloWritten-By – Marcus Miller, Me'Shell NdegéOcello

Bass Guitar, Keyboards, Flute [African], Programmed By [Rhythm, Sound] – Marcus MillerMixed By – Ray BardaniProgrammed By [Sound] – David "The Cat" Ward*Written-By – Marcus Miller

Bass Guitar, Synthesizer, Bass Clarinet, Programmed By [Rhythm] – Marcus MillerDrums [Fills] – Poogie Bell*Marimba, Synthesizer [Funky Synth Lines] – Bernard WrightMixed By – Ray BardaniSampler [Percussion] – Bashiri JohnsonSaxophone [Alto] – Kenny GarrettTrumpet – Michael "Patches" StewartWritten-By – Marcus Miller

Bass Clarinet, Synthesizer, Programmed By [Sound] – Marcus MillerMixed By – Goh HotodaProgrammed By [Sound] – David "The Cat" Ward*Written-By – Lewis Allan

Bass Guitar, Keyboards, Bass Clarinet, Programmed By [Rhythm, Sound] – Marcus MillerDrums – Poogie Bell*Mixed By – Ray BardaniProgrammed By [Sound] – David "The Cat" Ward*Saxophone [Alto] – Kenny GarrettTrumpet – Michael "Patches" StewartWritten-By – Stevie Wonder

Bass Guitar, Keyboards, Programmed By [Sound] – Marcus MillerDrums – Poogie Bell*Mixed By – Goh HotodaProgrammed By [Sound] – David "The Cat" Ward*Saxophone [Alto] – Kenny GarrettSynthesizer [Bass], Synthesizer – Bernard WrightTrumpet – Michael "Patches" StewartVocals – Lalah HathawayWritten-By – Maurice White

Drums – Poogie Bell*Mixed By – Ray BardaniProgrammed By [Sound] – David "The Cat" Ward*Trumpet – Michael "Patches" StewartVoice [Voice Recording], Bass Guitar, Keyboards, Programmed By [Rhythm, Sound] – Marcus MillerWritten-By – Marcus Miller

Bass Guitar, Keyboards, Sampler [Vocal], Programmed By [Rhythm, Sound] – Marcus MillerElectric Piano – Bernard WrightMixed By – Goh HotodaProgrammed By [Sound] – David "The Cat" Ward*Saxophone [Alto] – Kenny GarrettVocals – Lalah HathawayWritten-By – Lalah Hathaway, Marcus Miller

Mixed By – Goh HotodaRap – Joe SampleWritten-By – Allen Toussaint, Marcus Miller

Bass Guitar, Synthesizer, Guitar, Sampler [Vocal], Programmed By [Rhythm] – Marcus MillerDrums – Poogie Bell*Guitar – Dean BrownMixed By – Goh HotodaPerformer [Funky Intro] – Juice*, Juju*Programmed By [Sound] – David "The Cat" Ward*Saxophone [Alto] – Kenny GarrettSynthesizer [Bass] – Bernard WrightTrumpet – Michael "Patches" StewartWritten-By – John Lennon, Paul McCartney*