•
Brian Culbertson – acoustic piano (1–7, 9, 10),
clavinet (1, 2),
Minimoog (1, 6), trombone solo (1), keyboards (2–4, 6–8, 10), trombone (2–10),
Wurlitzer electric piano (3), distorted bass (3),
Fender Rhodes (4, 8), percussion (4),
muted trumpet (6), trumpet (8) • Eddie Miller – keyboards (1, 3), Wurlitzer electric piano (5, 7), backing vocals (5), Fender Rhodes (9), lead vocals (9) •
Bernie Worrell – keyboards (1) • Ricky Peterson –
Hammond B3 organ (1–7, 9, 10) •
Larry Dunn – Fender Rhodes (2, 6, 10), Minimoog (6) • Monte Neuble –
talk box (5),
wah synthesizer (7) •
Phelps "Catfish" Collins –guitars (1) •
Sheldon Reynolds – guitars (1–3, 5–7, 9, 10), vocals (2, 4, 10), additional guitars (4), backing vocals (5) • Ron Jennings – guitar solo (1) •
Paul Jackson, Jr. – guitars (2, 3, 10) •
Ray Parker Jr. – guitars (2–4, 6, 7, 10), vocals (4), acoustic guitar (8), electric guitar (8) • Sonny Thompson – guitars (4) •
Tony Maiden – rhythm guitar (5), guitar solo (5) •
David T. Walker – rhythm guitar (9), guitar solo (9) •
Chance Howard – synth bass (1, 3), clavinet (4, 5, 9), lead vocals (5), backing vocals (5) •
Bobby Watson – bass (1, 9) •
Bootsy Collins – space bass (1), vocals (1) • Maurice Fitzgerald – bass (2, 8, 10) •
Sam Sims – slap bass (3) •
Larry Graham – bass (4) • Derrick "D.O.A." Allen – bass (5) •
Morris Pleasure – bass (6), synth bass (6, 10) •
Rhonda Smith – bass (7) •
Michael Bland – drums (1, 4, 9) • Chris Miskel – drums (2, 8) •
Oscar Seaton Jr. – drums (3, 5) •
Sonny Emory – drums (6, 10) • Cora Coleman Dunham – drums (7) •
Lenny Castro – percussion (1–3, 5, 6, 9, 10) • Perri (Carol, Darlene, Lori and Sharon Perry) –
tambourines (5), gospel vocals (5), backing vocals (9) •
Maceo Parker – alto saxophone (1) •
Eric Marienthal – alto saxophone (1, 3, 5, 7, 9, 10), tenor saxophone (1, 3–7, 9), horn arrangements (3), baritone saxophone (7),
bass clarinet (7),
clarinet (7),
flute (7) •
Tom Scott – baritone saxophone (2, 5, 9), tenor saxophone (2, 5, 9) •
Gerald Albright – alto sax solo (3) •
Ronnie Laws – tenor saxophone (4), tenor sax solo (4) •
Fred Wesley – trombone (1) • Richard "Kush" Griffith – trumpet (1) •
Greg Adams – trumpet (2, 5, 9),
flugelhorn (2, 9), horn arrangements (2, 5, 9) • Lee Thornburg – trumpet (2, 5, 9), flugelhorn (2, 9) • Dan Fornero – trumpet (3, 6, 7, 10), flugelhorn (7) • Bill Meyers – horn arrangements (4, 6, 10) • Michael Stever – horn arrangements (7) • Ice Candi – vocals (1) • Zion Planet 10 – vocals (1) • DJizzle – rap (1) •
Musiq Soulchild – lead vocals (3), backing vocals (3) • Bleu McAuley – backing vocals (5) •
David Pack – backing vocals (5) •
Ledisi – lead vocals (7), backing vocals (7) '''Party people on "Funkin' Like My Father"''' • Michael Bland, Brian Culbertson, Ricky Peterson, Sheldon Reynolds, Bobby Watson and
Maurice White Gang vocals and Handclaps on "Hollywood Swinging" • Brian Culbertson, Chance Howard, Paul Jackson Jr., Eddie Miller, Ricky Peterson, Sheldon Reynolds, Sam Sims, Musiq Soulchild and Maurice White
Handclaps on "The World Keeps Going Around" • Cora Coleman Dunham, Brian Culbertson, Eddie Miller, Monte Neuble, Ricky Peterson, Sheldon Reynolds, Rhonda Smith and Maurice White == Production ==