Bass Guitar, Keyboards, Sitar, Programmed By – Marcus MillerDrums – Poogie Bell*Guitar – Andrea BraidoHarmonica – Gregoire MaretMixed By – Taka HondaProgrammed By [Percussion] – Julian MillerSynthesizer – Bobby SparksSynthesizer [Additional] – Bernard WrightTenor Saxophone – Keith AndersonTrumpet – Michael "Patches" StewartVocals – Lalah HathawayWritten-By – Marcus Miller

Bass Guitar, Guitar, Bass Clarinet, Organ – Marcus MillerDrums – Poogie Bell*Harmonica – Gregoire MaretMixed By – Goh HotodaOrgan [Licks] – Bernard WrightSynthesizer – Bobby SparksTenor Saxophone – Keith AndersonTrumpet – Michael "Patches" StewartWritten-By – Marcus Miller

Acoustic Guitar – Paul Jackson Jr.Alto Saxophone – David SanbornBacking Vocals [Additional] – Kenya Ivey, Tavia Ivey, Ulisa IveyBass Guitar, Electric Piano [Rhodes], Programmed By, Synthesizer – Marcus MillerFlugelhorn – Michael "Patches" StewartLead Vocals, Backing Vocals – Corinne Bailey RaeMixed By – David IsaacOrgan, Clavinet – Bobby SparksVocals ["ba Da Yap"] – Lalah HathawayWritten-By – Deniece Williams, Henry Redd*, Nathan Watts, Susaye Greene

Acoustic Guitar – Paul Jackson Jr.Bass Guitar, Clavinet, Synthesizer [String], Synthesizer [Moog], Percussion – Marcus MillerDrums – Poogie Bell*Harmonica – Gregoire MaretMixed By – Goh HotodaTenor Saxophone – Tom ScottWritten-By – Marcus Miller

Backing Vocals – Gussie MillerBass Guitar, Acoustic Guitar, Guitar [Solo], Synthesizer, Guitar [Milky Way Riff], Electric Piano [Wurlitzer], Programmed By [Drums] – Marcus MillerDrums – Jason ThomasLead Vocals, Backing Vocals, Guitar – Keb' Mo'*Mixed By – David IsaacOrgan – Bobby SparksWritten-By – Kevin R. Moore*, Marcus Miller

Acoustic Guitar – Paul Jackson Jr.Bass Guitar, Bass Clarinet, Sitar, Electric Piano, Synthesizer – Marcus MillerClavinet – Bobby SparksDrums – Jason ThomasMixed By – Taka HondaVocals [Samples] – Keb' Mo'*Written-By – Marcus Miller

Bass Clarinet, Bass [Fretless], Organ, Synthesizer, Electric Piano – Marcus MillerDrums – Teddy CampbellHarmonica – Gregoire MaretMixed By – Bill SchneeWritten-By – Edward Heyman, Victor Young

Alto Saxophone – Keith AndersonBass [Moog], Synthesizer – Bobby SparksBass Guitar, Electric Piano – Marcus MillerDrums – Poogie Bell*Harmonica – Gregoire MaretMixed By – Dennis ThompsonTrumpet – Michael "Patches" StewartWritten-By – Miles Davis

Bass Guitar, Clavinet, Organ – Marcus MillerDrums – Poogie Bell*Harmonica – Gregoire MaretMixed By – David IsaacSynthesizer – Bobby SparksTenor Saxophone – Keith AndersonTrumpet – Michael "Patches" StewartWritten-By – Stevie Wonder

Alto Saxophone – David SanbornBass Guitar, Organ, Clarinet [Bb], Bass Clarinet, Tambourine – Marcus MillerDrums – Poogie Bell*Mixed By – Taka HondaOrgan – Chester Thompson Written-By – David John Garibaldi*, Emilio Castillo, Stephen M. Kupka*