Bass, Electric Guitar, Organ, Recorded By – Justin StanleyDrums, Bass – Lenny KravitzElectric Guitar – Craig Ross, Wendy MelvoinMixed By – Jim ScottRecorded By – Adam MoseleySynthesizer [Mini Korg] – Nikka CostaSynthesizer [Moog] – Stan "Chance" Howard*

Bass, Guitar, Recorded By, Mixed By – Justin StanleyDrums – Abe Laboriel Jr.*Guitar – Craig RossHorns – Printz Board, Tim Orindgreff*Recorded By – Tim LeBlancSynthesizer [Maxikorg] – Nikka Costa

Clavinet, Organ – Brian LebartonCongas – David Chegwidden*Drums, Bass – Lenny KravitzElectric Guitar, Acoustic Guitar – Craig RossElectric Guitar, Recorded By – Justin StanleyElectric Piano [Rhodes] – Nikka CostaMixed By – Jim ScottRecorded By – Adam Moseley

Acoustic Guitar, Electric Guitar – Keith MegnaArranged By [Strings] – David CampbellBass – Shawn Davis Drums – Brian ReitzellGuitar – Justin StanleyMixed By – Manny MarroquinOrgan [Chord Organ] – Jon BrionPiano – Nikka CostaRecorded By – Chris Holmes , Tim LeBlancSynthesizer [Moog] – James Poyser

Arranged By [Strings] – David CampbellBass – Shawn Davis Bells, Percussion, Mixed By – Justin StanleyDrums – Abe Laboriel Jr.*, John BlackwellMixed By – Manny MarroquinRecorded By – Chris Holmes , Steven Rhodes, Tim LeBlancSitar – Keith MegnaSynthesizer [Mini Korg] – Nikka CostaSynthesizer [Moog Bass] – Stan "Chance" Howard*

Bass – Shawn Davis Mixed By – Manny MarroquinSynthesizer [Moog Bass], Organ – Stan "Chance" Howard*Synthesizer [Univox Maxi], Engineer, Guitar – Justin Stanley

Arranged By [Horns], Horns – Printz Board, Tim Orindgreff*Bass – Shawn Davis Congas, Bongos – David Chegwidden*Drums, Tabla – Satnam RamgotraElectric Guitar, Shaker – Joshua LopezKalimba, Recorded By – Justin StanleyRecorded By, Mixed By – Adam MoseleyTambourine – Nikka Costa

Bass, Mixed By – Justin StanleyDrums – Lenny KravitzGuitar – Craig RossRecorded By – Adam Moseley

Bass – Shawn Davis Clavinet – Roger Joseph Manning Jr.Drums – Ahmir '?uestlove' ThompsonEngineer [Assistant] – Felix LauGuitar, Mixed By – Justin StanleyRecorded By – Steven Rhodes, Tim LeBlancSynthesizer [Moog Bass] – Stan "Chance" Howard*Synthesizer [Univox Synth] – Jon Brion

Bass – Shawn Davis Clavinet – Roger Joseph Manning Jr.Drums – Abe Laboriel Jr.*Guitar, Recorded By – Justin StanleyMixed By – Manny MarroquinRecorded By – Tim LeblancSynthesizer [Moog] – Stan "Chance" Howard*

Mellotron, Recorded By – Justin StanleyMixed By – Manny MarroquinOrgan [Wurlitzer] – Nikka Costa