Tevin Campbell - vocals
Monty Steward - keyboards, programming
Mike Mani - keyboards, programming Vernon "Ice" Black - acoustic guitar
Preston Glass - sitar
Charlie Hunter - electric guitar
Zoe L. Ellis - vocal
Peter Scaturro - Hammond organ
Ralph Carney - tenor saxophone
Ras I. Zulu - spoken words

Executive Producers: Quincy Jones and Benny Medina

Recorded at Tarpan Studios, San Rafael, CA & Oceanway Studios, Los Angeles, CA