Lead Guitar - Phil Upchurch
Rhythm Guitar - Arthur Adams
Bass - Chuck Rainey
Drums - Harvey Mason
Congas, Tambourine - Bobbi Porterhall
Electric Piano - Donny Hathaway (tracks: B2, D3)
Bass - Phil Upchurch (tracks: D3)
Piano - Joe Sample
Drums - Don Simmons (tracks: B2)
Organ - Ben Sidran (tracks: D1)