• Chaka Khan - lead vocals, backing vocals •
Anthony Jackson - bass guitar track 1, 3, 4, 6, 7, 10 • Jeff Mironov – guitar track 1, 3, 7, 9, 10 •
Hamish Stuart – guitar track 1, 2, 3, 4, 5, 6, 9 •
Phil Upchurch – guitar track 7, 10 •
Steve Khan – guitar track 2, 4 •
Steve Ferrone - drums •
Ken Bichel – synthesizer track 2, 4, 5, 6, 8, 9 •
Arthur Jenkins - percussion track 1, 2, 3, 9, 10
clavinet track 5, 6, electric piano track 7, 8 •
Leon Pendarvis - piano track 1, 10 electric piano track 3, 4, 5, 6, 7 synthesizer track 4, 8 • Peter Gordon - French horn track 3, 8 • John Trevor Clark - French horn track 3, 8 •
Michael Brecker - tenor saxophone track 4, 5, 7, 10 • Harvey Estrin - tenor saxophone track 9, alto saxophone track 10 •
David Tofani - alto saxophone track 5 •
Eddie Daniels - alto saxophone track 7, 9, tenor saxophone track 10 • Lewis Delgatto - baritone saxophone track 5, 7 •
Ronnie Cuber - baritone saxophone track 9, 10 •
Randy Brecker – trumpet track 5, 7, 9, 10 •
Marvin Stamm – trumpet track 7 • Barry Rogers – trombone track 5, 7 • James E. Pugh – trombone track 9, 10 • Alan Shulman, Alfred Brown, Anahid Ajemian, Fred Zlotkin, Frederick Buldini, Gerald Tarack, Harold Kohon, Harry Lookofsky, Homer Mensch, Jonathan Abramowitz, Kermit Moore, Leo Kahn, Lewis Eley, Marilyn Wright, Matthew Raimondi, Mitsue Takayama, Paul Gershman, Peter Dimitriades, Richard Maximoff, Ted Hoyle - strings •
Gene Orloff –
concertmaster Track 1 “Clouds” Backing Vocals – Chaka Khan,
Charlotte Crossley,
Cissy Houston, Mark Stevens,
Whitney Houston Track 2 “Get Ready, Get Set” Backing Vocals – Chaka Khan, Mark Stevens Bass –
Willie Weeks Electric Piano –
Don Grolnick Guitar – Steve Khan Guitar, Soloist –
Hiram Bullock Track 3 "Move Me No Mountain" Backing Vocals – Chaka Khan, Cissy Houston Guitar, Sitar, Soloist – Jeff Mironov Guitar, Soloist – Phil Upchurch Tuba – Robert Stewart, David Bargeron, Howard Johnson,
Joseph Daley Track 4 “Nothing's Gonna Take You Away” Backing Vocals –
Luther Vandross, Mark Stevens, Hamish Stuart Guitar – Steve Khan Percussion –
Sammy Figueroa Track 5 “So Naughty” Bass –
Marcus Miller Track 6 “Too Much Love” Bass – Mark Stevens Guitar, Soloist – Hiram Bullock Percussion –
Naná Vasconcelos, Sammy Figueroa Track 7 “All Night's All Right” Violin [Electric] –
Noel Pointer Track 8 “What You Did” Bass – Mark Stevens Guitar – Hiram Bullock Percussion – Sammy Figueroa Tuba – Robert Stewart, David Bargeron, Howard Johnson, Joseph Daley Track 9 “Papillon (Aka Hot Butterfly)” Backing Vocals – Cissy Houston, Luther Vandross, Mark Stevens,
Ullanda McCullough, Hamish Stuart Bass – Willie Weeks Harmonica, Soloist –
Hugh McCracken Piano – Don Grolnick Alto Saxophone, Soloist [Alto Fill] – Eddie Daniels Track 10 “Our Love's in Danger” Backing Vocals – Charlotte Crossley, Cissy Houston, Hamish Stuart, Luther Vandross, Mark Stevens, Whitney Houston Synthesizer –
Richard Tee == Production ==