•
Michael Franks – vocals •
Rob Mounsey – keyboards (1–6, 8, 9), programming (1–6, 8, 9),
MIDI piano (1),
organ (2),
keyboard bass (2), backing vocals (2),
flute solo (6), synthesizers (7), bass vocals (8) •
Richard Tee – acoustic piano (4) •
Clifford Carter – MIDI piano (7), synthesizers (7) •
Steve Khan – guitars (1, 7), guitar solo (3) •
Hiram Bullock – guitar solo (2) • Jeff Mironov – rhythm guitar (2), guitars (4), acoustic guitar (6), electric guitar (6) •
Cornell Dupree – guitars (4) •
Georg Wadenius – guitars (8) •
Earl Klugh – acoustic guitar (9) •
Neil Jason – bass (1) •
Marcus Miller – bass (3) •
Mark Egan – 8-string fretless bass (5) •
Dave Weckl – drums (1) •
Chris Parker –
cymbals (3, 7, 9),
hi-hat (3), drums (7) • Robin Gould – drums (4) •
Steve Jordan – drums (8) • Roger Squitero –
caxixi (5),
shekere (5) •
Ralph MacDonald –
congas (6), percussion (6) • Lawrence Feldman – alto saxophone (1, 2) •
Bill Evans – tenor saxophone (1, 2) •
Michael Brecker –
EWI (7), tenor saxophone (8) •
Randy Brecker – trumpet (1, 2) •
Lew Soloff – trumpet (1, 2) •
Michal Urbaniak – MIDI violin (5) •
Kacey Cisyk – backing vocals (1, 4, 5, 8) •
Will Lee – backing vocals (2), bass (4) •
Art Garfunkel – backing vocals (3) •
Patti Austin – backing vocals (4, 8), vocals (7) • Lani Groves – backing vocals (4, 8)
Production • Rob Mounsey – producer, arrangements • Clifford Carter – arrangements (7) • Richard Alderson – recording • Kevin Haplin – recording, remixing • Jan Wolfson – recording • Jeff Cox – recording assistant • Mike Krowiak – recording assistant • Mike Morgan – recording assistant • Jordan D'Alesio – remix assistant • Neil Dignon – remix assistant • Fred Bova – technical assistance •
George Marino – mastering at Sterling Sound (New York, NY) • Debbie DeMeo – production coordinator • Lin Bordenet – production assistant • Gabrielle Raumberger – art direction, design • Larry Williams – photography • Richard Burkhart – management ==Charts==