• Bette Midler – lead vocals, backing vocals •
Robert Irving III – synthesizers (1, 2), acoustic piano (5) •
Bobby Lyle – synthesizers (1, 6, 9), acoustic piano (3, 4), keyboards (7),
Fender Rhodes (9) •
Bobby Martin – synthesizers (1, 3, 9),
organ (6, 9), keyboards (7) •
Mark Goldenberg – synth solo (1, 3), guitars (1, 3, 8), guitar solo (2, 3), synthesizers (3, 5, 10), electric guitar (5) • Chas Sanford – synthesizers (5), electric guitar (5) •
Buzz Feiten – guitars (1, 3, 4, 6, 7, 9) • Philip Kennard – acoustic guitar (2), backing vocals (2) • Brock Walsh – acoustic guitar (2), backing vocals (5), acoustic piano (10) •
Waddy Wachtel – electric guitar (2) •
Danny Kortchmar – guitars (8) •
Robert "Pops" Popswell – bass (1, 3, 4, 9) • Dave Demare – bass (2) • Mark Leonard – bass (5) • Vernon Porter – bass (6, 7) •
Tim Drummond – bass (8) •
Ricky Lawson – drums (1, 3, 4, 6, 7, 9) • David Logeman – drums (2), percussion (2) •
Jim Keltner – drums (5, 8) •
Malando Gassama – percussion (4) •
Bobbye Hall –
congas (5) • Mark Hatch – horns (4) • Marc "Caz" Macino – horns (4, 6), horn arrangements (4) • Laura Allan – backing vocals (2, 3, 4) • Lisa Garber – backing vocals (2, 3, 4) • Janis Cercone – backing vocals (3) • Joe Turano – backing vocals (6) • Greg Prestopino – backing vocals (6) •
Matthew Wilder – backing vocals (6) •
Jude Johnstone – backing vocals (7) • The Staggering Harlettes (Ula Hedwig,
Katey Sagal and
Linda Hart) – backing vocals (9) == Production ==