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- Alto Saxophone, Baritone Saxophone, Tenor Saxophone, Soprano Saxophone, Flute, Backing Vocals - Bill Tillman
- Backing Vocals [Additional] - Mike Corbett (2)
- Design - Ed Lee
- Design - John Berg
- Drums, Backing Vocals - Bobby Colomby
- Electric Bass, Acoustic Bass - Ron McClure
- Electric Guitar, Guitar [Spanish], Backing Vocals - George Wadenius
- Electric Piano [Fender Rhodes], Piano [Acoustic], Clavinet, Organ, Harpsichord - Larry Willis
- Engineer - Carmine Rubino
- Engineer [Assistant] - Seth Dworkin
- Engineer [Assistant] - Ted Hammond
- Engineer [Assistant] - Tom Dwyer
- Featuring, Vocals - David Clayton-Thomas
- Mastered By - Greg Calbi
- Mixed By - Shelly Yakus
- Mixed By [Assistant] - Phil Gianbalvo
- Mixed By [Assistant] - Rod O'Brien
- Photography By [Back Cover Photo] - David Gahr
- Photography By [Cover Photo] - Dale Brown (5)
- Producer - Jimmy Ienner
- Trombone [Tenor], Tuba, Horns [Baritone], Trumpet, Congas, Bass Trombone - Dave Bargeron
- Trumpet, Flugelhorn, Piccolo Trumpet - Joe Giorgianni
- Trumpet, Flugelhorn, Piccolo Trumpet - Tony Klatka
