bass, guitar, celesta, percussion Henry Davis
congas, bongos, percussion Pondaza Santiel
drums, vocals [lead, background], percussion, piano Jeffrey Osborne
engineer Norm Kinney
engineer Tommy Vicari
engineer [assistant] David Iveland
engineer [assistant] Milt Calice
executive producer Jerry Butler
mastered by Bernie Grundman
piano [acoustic, electric], clavinet, synthesizer, harpsichord, vocals [lead, background] Jimmie Davis
piano [acoustic], clavinet, organ, synthesizer, drums, percussion, vocals [lead, background], keyboards Billy Osborne
saxophone [baritone, alto] Tobie Wynn
saxophone [tenor, alto] Lorenzo Carnegie
saxophone [tenor], vocals [background, lead], percussion Abraham J. "Onion" Miller Jr.
trombone, percussion Jake Riley
trumpet, saxophone [soprano], backing vocals Carle Vickers
Recorded at A&M Records
Mixed at Sound Labs, Inc.