Marcus Miller - Primary Artist, Organ, Synthesizer, Bass, Percussion, Piano, scratching, Bass Clarinet, Drums, Bass Guitar, Keyboards, Tambourine, Background Vocals, Moog Synthesizer, Fretless Bass Guitar, Woodwind, Acoustic Bass, Beat Box, fender rhodes, Rhythm Box, Finger Snapping, Udu, Synthesizer Strings
Bruce Flowers - Organ, fender rhodes, Synthesizer Bass
Dean Brown - Acoustic Guitar, Guitar, Electric Guitar
Lucky Peterson - Guitar
Eric Clapton - Guitar, Vocals, Soloist
Gregoire Maret - Harmonica
Munyungo Jackson - Percussion
Patches Stewart - Trumpet, Soloist
Poogie Bell - Drums
Ronald Bruner - Drums
Bernard Wright - Keyboards
Kenny Garrett - Alto Saxophone, Soloist
Roger Byam - Tenor Saxophone, Soloist
Kirk Whalum - Tenor Saxophone, Soloist
Eartha Kitt - Vocals
Lalah Hathaway - Vocals
Joey Kibble - Background Vocals
Mark Kibble - Background Vocals
Jessica Celious - Background Vocals
Kenny Hicks - Tenor (Vocal)
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Marcus Miller - Arranger, Producer, Engineer, Synthesizer Orchestration
David Isaac - Producer, Engineer
Mark Kibble - Engineer
Dennis Thompson - Engineer
Adam Dorn - Engineer
Takamasa Honda - Engineer
Dropper - Engineer
Reuben Jackson - Liner Notes
Louie Teran - Mastering
Jack Frisch - Art Direction
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