Joe Sample - Keyboards [Acoustic], Electric Piano [Electric Keyboard], Synthesizer;
Galen Senogles - Synthesizer [Overdubs];
Tom Browne (tracks: 1) - Trumpet, Soloist;
John Phillips (tracks: 6) - Bass Clarinet, Soloist;
Bill Reichenbach, Chuck Findley, Dick Hyde, Ernie Watts, Jerry Hey, Larry Williams, Steve Madaio (tracks: 1, 3 to 6) - Horns [Horn Section];
David Spinozza (tracks: 1), Dean Parks (tracks: 2 to 4, 6) - Guitar;
Dean Parks (tracks: 5) - Rhythm Guitar;
Dean Parks (tracks: 5), Phil Upchurch (tracks: 3) - Guitar, Soloist;
Marcus Miller (tracks: 1), Abraham Laboriel (tracks: 2 - 6) - Bass;
John Phillips (tracks: 2) - Woodwind;
Paulinho Da Costa - Percussion;
Steve Gadd (tracks: 1), Bob Wilson (tracks: 2 - 6) - Drums.

Recorded at Hollywood Sound Recorders and Salty Dog Studios - L.A.