Arranged By [Horns], Horns – Jerry HeyBass – Neil StubenhausDrums – John Robinson Electric Piano [Rhodes], Horns – Larry WilliamsGuitar – David Williams , Kevin ClarkHarmonica, Soloist – Stevie WonderHorns – Bill Reichenbach , Ernie Watts, Gary GrantMusic By, Lyrics By – Derek BrambleMusic By, Lyrics By, Arranged By [Instrumental, Vocals, Horns] – Rod TempertonPercussion – Paulinho Da CostaSynthesizer, Programmed By – Casey Young

Arranged By [Instrumental, Horns], Bass, Synthesizer, Keyboards, Horns – Larry WilliamsArranged By [Vocals] – Tim HauserDrums – Jeff PorcaroGuitar – David Williams Horns – Bill Reichenbach , Gary Grant, Jerry HeyMusic By, Lyrics By – John Capek, Marc JordanProgrammed By [Synthesizer] – Casey Young

Arranged By [Instrumental], Synthesizer, Bass, Keyboards, Saxophone – Larry WilliamsArranged By [Vocals] – Alan Paul, Janis SiegelDrums, Drums [Simmons] – Jeff PorcaroGuitar – David Williams Handclaps – Brian Avnet, Richard RudolphMusic By, Lyrics By – John Capek, Marc JordanProgrammed By [Synthesizer] – Casey YoungSynthesizer – Pete Robinson*Vocals [Special Guest Appearance] – Frankie Valli

Alto Saxophone, Soloist – Ernie WattsBass – Nathan EastDrums – John Robinson Electric Piano [Rhodes], Synthesizer – Greg Phillenganes*Guitar – David Williams Programmed By [Synthesizer] – Casey YoungSynthesizer – Larry WilliamsSynthesizer, Programmed By [Synthesizer] – Michael BoddickerWritten-By, Arranged By [Instrumental, Vocals] – Rod Temperton

Arranged By [Instrumental], Synthesizer – Larry WilliamsArranged By [Vocals] – Alan Paul, Tim HauserBass – Alex Blake Drums – Art RodriguezGuitar – Wayne Johnson Music By, Lyrics By – John Capek, Marc JordanPercussion – Paulinho Da CostaPiano – Yaron Gershovsky

Arranged By [Strings] – Jeremy LubbockBass – Nathan EastConcertmaster – Jerry Vinci*Drums – John Robinson Music By, Arranged By [Instrumental], Piano, Synthesizer – Randy WaldmanMusic By, Guitar – Wayne Johnson Music By, Lyrics By, Arranged By [Vocals] – Alan PaulProgrammed By [Synthesizer] – John Erdsvoog*

Arranged By [Instrumental], Keyboards, Synthesizer – Yaron GershovskyBass – Alex Blake Drums – Art RodriguezGuitar – Wayne Johnson Koto – June Kiramoto*Lyrics By [French] – Serge GainsbourgMusic By – Alain ChamfortProgrammed By [Synthesizer] – Casey YoungTranslated By [English Lyrics], Arranged By [Vocals] – Alan Paul

Arranged By [Vocals] – Janis SiegelBass – Abraham LaborielDrums – Carlos VegaLyrics By – Jon HendricksMusic By – Fletcher Henderson, Irving MillsProducer – Tim HauserProducer, Piano – Greg MathiesonSoloist [Vocal Clarinet Solo] – Cheryl Bentyne

Arranged By [Instrumental], Keyboards – Yaron GershovskyArranged By [Vocals] – Janis SiegelArranged By, Horns – Jerry HeyBass – Alex Blake Drums – Art RodriguezGuitar – Wayne Johnson Horns – Bill Reichenbach , Charlie Loper*, Chuck Findley, Gary Grant, Gary Herbig, Larry WilliamsLyrics By – Hilary Koski, Julie EigenbergMusic By – Michael Camilo*Percussion – Paulinho Da Costa

Concertmaster – Jerry Vinci*Lyrics By – Richard RudolphMusic By, Arranged By [Strings], Conductor [Strings], Electric Piano [Rhodes] – Jeremy Lubbock

Arranged By [Instrumental, Vocals], Electric Piano [Rhodes] – Jeremy LubbockMusic By, Lyrics By – Robert KraftVocals [God's Voice, Giggles] – Erin ClarkWind Chimes – Kevin Clark