• George Benson – lead vocals (1, 2, 4, 6, 7, 10, 12), guitar (2–12), backing vocals (6) • William Bryant –
Fender Rhodes (1) •
David Gamson – keyboards (1), drum programming (1) •
Melvin Lee Davis – synthesizers (2) • Gary Henry – keyboards (2, 6), drum programming (2, 6),
sequencing (2, 6), arrangements (2, 6), string synthesizer (8) •
Bob James – acoustic piano (3, 7, 8) •
Richard Tee – electric piano (3, 7, 9) • Max Risenhoover – programming (3, 7–9), drum programming (5), synth percussion (7) • Joseph Joubert – keyboards (4), rhythm arrangements (4) • David Whitham – acoustic piano (4) •
Ronnie Foster – keyboards (5, 11) •
Michael Colina – programming (5), bass (5) • Steven Benson Hue – electric piano, (6), drum programming (6), sequencing (6) • Michael Bearden – acoustic piano (9), arrangements (9) •
Jimmy George – synthesizers (10), arrangements (10) • John F. Hammond – keyboards (10), arrangements (10) •
Randy Waldman – acoustic piano (10), strings (10), keyboards (11) •
Aaron Zigman – keyboards (12) • Eric Hanson – programming (12) •
Wah Wah Watson – guitar (1) • Jeff Mironov – rhythm guitar (5, 7, 8) • Pat Kelley – rhythm guitar (10) •
Phil Upchurch – rhythm guitar (11) •
Michael Landau – guitar (12) •
Abraham Laboriel – bass (1) •
Freddie Washington – bass (3, 9) •
Nathan East – bass (4, 7, 11) •
Will Lee – bass (8) • Larry Kimpel – bass (10) •
John Patitucci – bass (12) •
Leon "Ndugu" Chancler – drums (1) •
Omar Hakim – drums (3, 7–9) •
Harvey Mason – drums (4) •
John Robinson – drums (10) •
Steve Ferrone – drums (11) •
Bill Summers – percussion (1) •
Paulinho da Costa – percussion (5, 11) •
Leonard Gibbs – percussion (8, 9) •
Hubert Laws –
flute (3, 9) •
Kirk Whalum – saxophone (3, 7, 9), tenor saxophone (8), arrangements (8) • Roger Byam – saxophone (4) •
Randy Brecker –
flugelhorn (3) •
Chuck Findley – trumpet (12) • Claude Gaudette – string arrangements (4) • Bruce Frazier – string conductor (4) •
Stewart Levine – arrangements (12) •
Brian McKnight – backing vocals (1) • Angela Clemmons-Patrick – backing vocals (5) • Dennis Collins – backing vocals (5) • Sharon Jerry-Collins – backing vocals (5) • Darryl Tookes – backing vocals (5) •
Gwen Guthrie – lead vocals (6) •
Sharon Bryant – backing vocals (7) •
Lisa Fischer – backing vocals (7) • Hilary James – backing vocals (7) • Jeanne Ricks – backing vocals (7) •
Vaneese Thomas – backing vocals (7) • Olivia McClurkin – backing vocals (10) •
Alfie Silas – backing vocals (10) •
Rose Stone – backing vocals (10) • Gerry Knight – backing vocals (12) == Production ==