- Boney James – all other instruments except where noted, tenor saxophone (1, 2, 3, 5, 7, 8, 9), alto saxophone (4), Yamaha WX7 (4), soprano saxophone (6)
- Michael Egizi – keyboards (2)
- David Torkanowsky – keyboards (3, 5)
- Randy Kerber – keyboards (4)
- Dan Shea – keyboards (6), drum programming (6)
- Jeff Carruthers – keyboards (7, 9), drum programming (7, 9)
- Greg Karukas – keyboards (8)
- Dwight Sills – guitars (2, 8, 9)
- Bob De Marco – wah wah guitar (2)
- Paul Jackson Jr. – guitars (7)
- Alex Al – bass (3, 4, 5, 8), synth bass (4)
- Donnell Spencer – drum fills (2), drums (8)
- Paul Brown – drum programming (3, 4, 5)
- Paulinho da Costa – percussion (1, 3, 9)
- Lenny Castro – percussion (2, 7)
- Rick Braun – trumpet (9)
- Dee Harvey – vocals (2)
- Jim Gilstrap – vocals (7)
- Leslie Smith – vocals (7)
- Bobby Caldwell – vocals (8)
Arrangements
- Boney James (1, 3, 5, 8, 9)
- Michael Egizi (2)
- Paul Brown (3, 5, 8, 9)
- David Torkanowsky (3, 5)
- Jerry Hey (4)
- Dan Shea (6)
- Jeff Carruthers (7, 9)
- Greg Karukas (8)
- Boney James – producer
- Paul Brown – producer, recording, mixing
- Dan Shea – additional engineer
- Charles Nasser – recording assistant
- Gordon Suffield – recording assistant
- Terri Wong – recording assistant
- Stephen Marcussen – mastering at Precision Mastering (Hollywood, California)
- Lexy Brewer – production coordinator
- Stine Schyberg – art direction, design
- Kip Lott – photography