bass Dave Wilder
tracks b3 clarinet Tracy Wannomae
conductor, horns [arrangements], trumpet, flugelhorn Todd Simon
drums Blake Colie
guitar Sergio Rios
guitar, guitar [lap steel], percussion Dan Ubick
mastered by George Horn
tracks c1 melodica Steve Kaye
mixed by Steve Kaye
percussion Davey Chegwidden
piano [upright], clavinet, organ [hammond] Dan Hastie
tracks a2, b3 saxophone [alto] Tracy Wannomae
tracks d1 saxophone [baritone] David Ralicke
tracks a2, b1, c3, d1 saxophone [tenor] Joel Bowers
tracks b2 saxophone [tenor] Tracy Wannomae
tracks a2, b1, d1 trombone David Ralicke
tracks b1 vocals Alex Desert
tracks a2 vocals Black Shakespeare
tracks b1 vocals Deston Berry
tracks d1 vocals Noelle Scaggs