Alto Saxophone, Tenor Saxophone – Eric MarienthalBass – Alex AlFlugelhorn – Michael SteverGuitar – Rob Bacon*Piano, Keyboards, Organ [Hammond B3], Trombone, Percussion, Programmed By – Brian CulbertsonWritten-By – B. Culbertson*

Backing Vocals – Taj Jackson Guitar – John "Jubu" SmithKeyboards, Drum Programming – Rex RideoutPiano, Keyboards, Bass [Synth], Percussion, Programmed By – Brian CulbertsonVocals – Stokley WilliamsWritten-By – B. Culbertson*, R. Rideout*, T. Jackson*

Acoustic Guitar, Electric Guitar, Guitar [Ebow] – Michael ThompsonPiano, Keyboards, Bass [Synth], Drum Programming – Brian CulbertsonRhythm Guitar – Ray Parker Jr.Written-By – B. Culbertson*

Bass [Synth] – Rex RideoutPiano, Keyboards, Drum Programming – Brian CulbertsonVocals – Vivian GreenWritten-By – B. Culbertson*, R. Rideout*, V. Green*

Bass – Alex AlFlugelhorn – Michael SteverGuitar – John "Jubu" SmithPiano, Keyboards, Organ [Hammond B3], Trombone, Percussion, Drum Programming – Brian CulbertsonTenor Saxophone, Bass Clarinet – Eric MarienthalWritten-By – B. Culbertson*

Guitar – Rob Bacon*Piano, Keyboards, Organ [Hammond B3], Bass, Drum Programming – Brian CulbertsonVocals – Noel GourdinWritten-By – B. Culbertson*, T. Jackson*

Acoustic Guitar, Electric Guitar, Guitar [Ebow] – Michael ThompsonBass – Alex AlPiano, Keyboards, Organ [Hammond B3], Percussion, Finger Snaps – Brian CulbertsonWritten-By – B. Culbertson*

Acoustic Guitar – Marc AntoinePiano, Keyboards, Percussion, Bass [Synth], Drum Programming – Brian CulbertsonWritten-By – B. Culbertson*

Guitar – John "Jubu" SmithPiano, Keyboards, Organ [Hammond B3], Trombone, Percussion, Bass [Synth], Drum Programming – Brian CulbertsonTenor Saxophone – Eric MarienthalTrumpet – Michael SteverWritten-By – B. Culbertson*

Piano, Keyboards, Percussion, Bass [Synth], Drum Programming – Brian CulbertsonWritten-By – B. Culbertson*