Bass, Electric Piano [Fender Rhodes], Keyboards, Human Beatbox [Beatbox], Udu, Scratches, Written-By – Marcus MillerMixed By – Takamasa HondaVocals – Eartha Kitt

Alto Saxophone – Gerald AlbrightBass, Keyboards, Human Beatbox, Talkbox, Electric Piano [Fender Rhodes], Hihat, Scratches, Written-By – Marcus MillerKeyboards [Additional] – Bernard WrightMixed By – David IsaacTrumpet – Patches Stewart*Vocals [Sample] – Lalah Hathaway

Bass, Human Beatbox [Beatbox], Piano, Synth [Orchestra], Written-By – Marcus MillerDrums [Brush Snare] – Poogie Bell*Guitar, Acoustic Guitar – Dean BrownKeyboards [Additional] – Bernard WrightLead Vocals, Written-By – Lalah HathawayMixed By – Ray BardaniPercussion – Craig JVocals [Operative Tenor] – Kenn Hicks

Acoustic Guitar – Dean BrownBass, Electric Piano [Fender Rhodes], Synthesizer [Moog], Drum Programming [Rhythm Box], Percussion, Written-By – Marcus MillerDrums – Poogie Bell*Harmonica – Gregoire MaretMixed By – David Isaac

Bass, Clavinet, Electric Piano [Fender Rhodes], Tambourine – Marcus MillerDrums – Poogie Bell*Effects [Dj] – Mocean WorkerGuitar – Dean BrownMixed By – Ray BardaniOrgan – Bruce FlowersTenor Saxophone – Roger ByamTenor Saxophone [Solo] – Kirk WhalumTrumpet – Patches Stewart*Written-By – Edgar Winter

Bass, Electric Piano [Fender Rhodes], Piano, Bass Clarinet, Keyboards, Synth [Dream Chords], Arranged By – Marcus MillerDrums – Poogie Bell*Guitar – Dean Brown, Lucky PetersonKeyboards [Additional] – Bernard WrightMixed By – David IsaacTenor Saxophone [Solo] – Roger ByamTrumpet – Patches Stewart*Written-By – Ludwig van Beethoven

Bass, Electric Piano [Fender Rhodes], Synth [Chords] – Marcus MillerDrums – Poogie Bell*Effects [Dj] – Mocean WorkerMixed By – Goh HotodaTenor Saxophone [Solo] – Kirk WhalumWritten-By – Stevie Wonder

Bass [Fretless And Fretted], Synth [Strings, Melody], Electric Piano [Fender Rhodes], Finger Snaps, Acoustic Guitar, Written-By – Marcus MillerHarmonica – Gregoire MaretMixed By – David Isaac, Dennis Thompson

Alto Saxophone [Solo] – Kenny GarrettBacking Vocals – Jessica Celious, Mark KibbleBacking Vocals, Written-By – Joey KibbleBass, Guitar, Piano, Keyboards, Backing Vocals, Written-By – Marcus MillerDrums – Poogie Bell*Electric Piano [Fender Rhodes] – Bruce FlowersGuitar – Dean BrownLead Vocals, Guitar [Solo], Written-By – Eric ClaptonTenor Saxophone – Roger ByamTrumpet – Patches Stewart*Written By – KEMWritten-By – Bill Withers

Bass Clarinet, Acoustic Bass, Electric Piano [Fender Rhodes], Drums, Synth [Moog], Woodwind, Written-By – Marcus MillerHarmonica – Gregoire MaretMixed By – David Isaac, Dennis Thompson

Alto Saxophone [Solo] – Kenny GarrettBass, Organ, Guitar, Bass Clarinet, Electric Piano [Fender Rhodes] – Marcus MillerDrums – Ronald Bruner*Guitar – Dean BrownMixed By – David IsaacTenor Saxophone – Roger ByamTrumpet – Patches Stewart*Vocals – Macy GrayWritten-By – Prince

Bass Clarinet, Bass [Fretless], Keyboards, Synth [Strings] – Marcus MillerMixed By – David Isaac, Takamasa HondaWritten-By – Duke Ellington, Irving Mills, Mitchell Parish

Bass – Marcus MillerDrums – Poogie Bell*Effects [Dj] – Mocean WorkerGuitar – Dean BrownKeyboards [Additional] – Bernard WrightMixed By – Goh HotodaOrgan, Electric Piano [Fender Rhodes], Synth [Bass] – Bruce FlowersTenor Saxophone – Roger ByamTrumpet [Solo] – Patches Stewart*Written-By – Jimi Hendrix

Bass, Electric Piano [Fender Rhodes], Keyboards, Human Beatbox [Beatbox], Udu, Scratches, Written-By – Marcus MillerMixed By – Takamasa Honda

Bass Clarinet, Synth [Chords], Electric Piano [Wurlitzer], Bass [Fretless], Acoustic Bass, Organ, Drums, Arranged By – Marcus MillerMixed By – Dennis Thompson

Featuring – Joey KibbleMixed By – David Isaac, Dennis Thompson