Written-By, Bass, Vocals – Marcus MillerWritten-By, Drums, Vocals – Lenny WhiteWritten-By, Keyboards, Vocals – Bernard WrightWritten-By, Lead Vocals – Mark Stevens

Drums – Poogie Bell*Lead Guitar, Guitar [2nd Half Of Solo] – Dean BrownPercussion – Lenny WhiteProgrammed By [Sound] – Jason Miles Written-By, Bass, Keyboards, Programmed By [Drums], Bass Clarinet, Rhythm Guitar, Guitar [1st Half Of Solo] – Marcus Miller

Backing Vocals [Additional] – Chude Mondlane, Daphne Rubin-Vega, Porter CarrollLead Vocals – Mark StevensWritten-By, Bass, Vocals – Marcus MillerWritten-By, Drums, Vocals – Lenny WhiteWritten-By, Keyboards, Vocals – Bernard Wright

Performer [All Instruments And Lead Vocals] – Marcus Miller

Alto Saxophone – Kenny GarrettRhythm Guitar – Paul Jackson, Jr.*Vocals [Samples] – Maurice WhiteWritten-By, Bass, Keyboards, Programmed By [Drums & Percussion], Bass Clarinet – Marcus Miller

Backing Vocals [Additional] – Chude MondlaneDrums, Vocals – Lenny WhiteKeyboards, Vocals – Bernard WrightWritten-By, Lead Vocals, Bass – Marcus Miller

Percussion [Additional] – Steve ThorntonWritten-By – Bernard WrightWritten-By, Bass, Keyboards, Vocals – Marcus MillerWritten-By, Drums, Percussion – Lenny WhiteWritten-By, Lead Vocals – Dinky Bingham

Alto Saxophone – David SanbornWritten-By, Performer [All Instruments] – Marcus Miller

Acoustic Guitar – Nicky Moroch*Arranged By [Strings] – Michael ColinaBass [2-string] – Dean Crandall, Lewis PaerCello – Eric Bartlett, Roberta CooperDrums – Buddy WilliamsPercussion – Ralph MacDonaldViola – Maureen Gallagher, Valerie Heywood*Violin – Onca Nicholau*, Carol Pool, Eriko Sato-Otei*, Guillermo Figueroa, Joanna Jenner, Kineko Barbini, Martha Caplin Silverman*, Naoko Tanaka, Robert Chausow, Ruth WatermanWritten-By, Performer [All Instruments] – Marcus Miller

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

Alto Saxophone – Kenny GarrettDrums [Fills] – Poogie Bell*Marimba, Synth [Funky Lines] – Bernard WrightPercussion [Samples] – Bashiri JohnsonTrumpet – Michael "Patches" StewartWritten-By, Bass, Synth, Bass Clarinet, Programmed By [Rhythm] – Marcus Miller

Drums – Poogie Bell*Programmed By [Sound] – David "The Cat" Ward*Trumpet – Michael "Patches" StewartWritten-By, Bass, Keyboards, Programmed By [Rhythm], Programmed By [Sound] – Marcus Miller

Alto Saxophone – Kenny GarrettDrums – Poogie Bell*Engineer [Assistant] – Takamasa HondaGuitar – Hiram BullockKeyboards – Bernard Wright, David DelhommeRecorded By, Mixed By – David IsaacTrumpet – Michael "Patches" StewartWritten-By, Bass – Marcus Miller

Engineer [Assistant] – Takamasa HondaPerformer [All Instruments And Vocals] – Marcus MillerSound Designer, Recorded By, Mixed By – David Isaac