Bass Guitar [Lead], Bass [Lo Reggae], Drum Programming, Synth, Electric Piano [Wurlitzer], Vocoder, Scratches – Marcus MillerCello – Larry CorbettElectric Piano [Fender Rhodes Soul Licks] – Bernard WrightInstruments [Water EFX, Funky Hi String Note] – David IsaacMixed By – Ray BardaniViola – Matthew Funes*Violin – Joel DerouinWritten-By – Marcus Miller

Alto Saxophone – Kenny GarrettBass Guitar, Bass Clarinet, Drum Programming, Organ, Guitar, Synth, Tenor Saxophone – Marcus MillerCello – Larry CorbettFlute, Soloist – Hubert LawsInstruments [Brush Fills] – Lenny WhiteMixed By – Ray BardaniSoprano Saxophone, Soloist – Branford MarsalisSynthesizer [Bass] – Leroy "Scooter" Taylor*Trumpet – Michael "Patches" StewartWritten-By – John Coltrane

Acoustic Guitar – Paul Jackson, Jr.*Bass Guitar, Double Bass [Acoustic Bass], Synth, Drum Programming – Marcus MillerCello – Larry CorbettFeaturing – Raphael Saddiq*Lead Vocals – Marcus Miller, Raphael Saddiq*Mixed By – David Isaac, Khaliq-O-VisionPiano – Herbie HancockTrumpet, Soloist – Michael "Patches" StewartViola – Matthew Funes*Violin – Joel DerouinWritten-By – Marcus Miller

Bass Guitar [Lead], Alto Saxophone, Synthesizer [Bass], Electric Piano [Fender Rhodes], Synth, Drum Programming, Vocoder, Vocals – Marcus MillerGuitar – Paul Jackson, Jr.*Mixed By – Ray BardaniOrgan – Bernard WrightPerformer [Impatient Intro], Vocals [In The Bridge And Goodnite] – Nikki MillerWritten-By – Marcus Miller

Bass Guitar [Lead Fretless], Bass Guitar [Support Fretless], Bass Clarinet, Clarinet [Bb], Drum Programming, Synth – Marcus MillerMixed By – Ray BardaniPiano, Soloist – Herbie HancockWritten-By – Charles Mingus

Bass Guitar [Fretless], Tenor Saxophone, Drum Programming, Synth, Scratches – Marcus MillerMixed By – Ray BardaniPercussion – Mino CineluWritten-By – Marcus Miller

Alto Saxophone, Soloist – Kenny GarrettBass Guitar, Electric Piano [Mono Fender Rhodes], Bass Clarinet, Rhythm Guitar, Synth, Electronic Drums [808 Beat] – Marcus MillerCello – Larry CorbettDrums – Poogie Bell*Electric Piano [Stereo Fender Rhodes] – Bernard WrightElectronics [Tom Overdubs], Cowbell, Triangle – David IsaacLead Guitar – Hiram BullockMixed By – Ray BardaniSynthesizer [Bass] – Leroy "Scooter" Taylor*Trombone – Fred WesleyTrumpet – Michael "Patches" StewartViola – Matthew Funes*Written-By – C. Frantz*, D. Byrne*, J. Harrison*, T. Weymouth*

Acoustic Guitar – Paul Jackson, Jr.*Bass Guitar, Bass Guitar [Lo], Electric Piano [Fender Rhodes], Synth, Backing Vocals – Marcus MillerDrums – Vinnie ColaiutaLead Vocals [Scat] – DjavanMixed By – Ray BardaniPercussion – Mino CineluSoprano Saxophone, Soloist – Branford MarsalisWritten-By – Marcus Miller

Bass Guitar, Bass Clarinet, Clarinet [Bb], Synthesizer [Talking Bass], Electric Piano [Fender Rhodes], Clavinet, Synth [Ambient] – Marcus MillerCello – Larry CorbettDrums – Poogie Bell*Flute – Hubert LawsMixed By – Ray BardaniPercussion – Mino CineluResonator Guitar [Dobro] – Paul Jackson, Jr.*Soprano Saxophone – Wayne ShorterViola – Matthew Funes*Written-By – Marcus Miller

Bass Guitar [Fretless], Bass Clarinet, Tenor Saxophone, Electric Guitar, Drum Programming, Synth, Scratches – Marcus MillerMixed By – Ray BardaniPercussion – Mino CineluWritten-By – Marcus Miller

Bass Guitar, Guitar, Organ, Synth, Saxophone [Radio] – Marcus MillerDrums – Poogie Bell*Mixed By – David Isaac, Khaliq-O-VisionProgrammed By [Percussion] – David IsaacTenor Saxophone, Soloist – James Carter Written-By – Marcus Miller

Alto Saxophone – Kenny GarrettAlto Saxophone, Soloist – Maceo ParkerBass Guitar [Lead], Bass Guitar [Mute], Electric Piano [Fender Rhodes], Guitar [EFX], Synth, Programmed By [Percussion], Vibraphone, Tenor Saxophone, Scratches – Marcus MillerCello – Larry CorbettDrums – Poogie Bell*Guitar – Hiram BullockMixed By – Ray BardaniSynth [Bass] – Leroy "Scooter" Taylor*Trombone, Soloist – Fred WesleyTrumpet – Michael "Patches" StewartViola – Matthew Funes*Violin – Joel DerouinWritten-By – Billy Cobham

Bass Guitar [Fretless], Bass Clarinet, Tenor Saxophone, Acoustic Guitar, Electric Guitar, Drum Programming, Synth, Scratches – Marcus MillerMixed By – Ray BardaniPercussion – Mino CineluSoprano Saxophone, Soloist – Wayne ShorterWritten-By – Marcus Miller

Bass Guitar [Lead], Bass Clarinet, Tenor Saxophone, Soprano Saxophone, Bass Guitar [Lo], Synth, Drum Programming, Programmed By [Percussion] – Marcus MillerCello – Larry CorbettMixed By – David Isaac, Khaliq-O-VisionViola – Matthew Funes*Violin – Joel DerouinWritten-By – Marcus Miller

Alto Saxophone, Soloist – Kenny GarrettBass Clarinet, Bass Guitar, Synth [Bass], Synth, Programmed By [Percussion] – Marcus MillerDrums – Poogie Bell*Electric Piano [Fender Rhodes] – Leroy "Scooter" Taylor*Guitar – Hiram BullockMixed By – David IsaacVocals – Chaka KhanWritten-By – Marcus Miller