Written-By – 98°*, Bernard Grubman

Arranged By [Vocal Arrangements] – Shep Crawford*, Montell JordanKeyboards – Shep Crawford*Keyboards [Additional] – Jazzy D.*Mixed By – Chad Elliott, Prince Charles*Producer, Written-By – Montell JordanRecorded By – Anne "Auntie Mae" Catalino*, Greg MontgomeryVocals [Female] – Kim Morrow

Acoustic Guitar – Dane DeVillerBass [Electric] – James GenusMixed By – Mick GuzauskiMixed By [Assistance] – Marnie Lehmann-Riley*Producer – Dane DeViller, Sean HoseinRecorded By – Glen Marchese, Kenny Ortiz, Mikael IfversenRecorded By [Assistance] – Alex Olsson, Bart Cennamo, Jason GroucottWritten-By – Dane DeViller, Sean Hosein, Steve Kipner

Acoustic Guitar – Craig McCreary*Bass – Tony "Downtown" Brown*Keyboards, Arranged By [Strings] – Maxx FrankMixed By – Ben GarrisonProducer, Written-By – Maxx Frank, Steve GrissetteRecorded By – Craig Bauer, Maxx FrankRecorded By [Assistance] – Matt ProckTracking By [Keyboards Overdubs] – Nathan Maxxwell*

Producer, Performer, Instruments [All] – Mario WinansRecorded By, Mixed By – Paul Allen*Written-By – Kenneth Hickson, Mario Winans

Written-By – 98°*, Bernard Grubman

Arranged By [Vocal Arrangements] – Shep Crawford*, Montell JordanBass, Guitar – Professor Funk*Keyboards – Shep Crawford*Mixed By – Mario RodriguezPiano – Montell JordanProducer, Written-By – Shep Crawford*, Montell Jordan, Professor Funk*Recorded By – Anne "Auntie Mae" Catalino*, Greg Montgomery

Producer [Associate], Keyboards – Armando ColonProducer, Drum Programming – Rashad SmithRecorded By – Mario RodriguezWritten-By – Armando Colon, Kenny Greene, Rashad Smith

Producer – Mario WinansRecorded By, Mixed By – Paul Allen*Written-By – Linda Creed, Thom Bell

Producer, Keyboards, Recorded By – Sean*, Tricky*Written-By – Sam Salter, Sean K. Hall*, Tab , Tricky*

Guitar – Tommy Martin*Producer, Recorded By, Performer, Instruments [All] – Sean*, Tricky*Written-By – Sean K. Hall*, Tab , Tricky*

Co-producer – Bernard GrubmanProducer – 98°*Written-By – 98°*, Bernard Grubman

Producer, Recorded By, Performer, Instruments [All] – Sean*, Tricky*Written-By – Robin Thicke, Sean K. Hall*, Tricky*