Hi-Tek: Drums, Engineer, Co-Producer
D'Angelo: Vocals
Raphael Saadiq: Guitar, Bass, Producer, Vocals
Skyy: Vocals
Greg Adams: Trumpet
Jubu: Guitar, Co-Producer
Tony Maserati: Mixing
T-Boz: Vocals
Marvin "Chanz" Parkman: Keyboards
Jake & The Phatman: Drums, Percussion, Co-Producer, Scratches
DJ Battlecat: Drums
Brian Douglas: Assistant Engineer
Leslie Brathwaite: Engineer
Mark "Exit" Goodchild: Assistant Engineer
Peter Novak: Assistant Engineer
Lee Thornberg: Trumpet
Leslie Wilson: Vocals
Ai Fukisaki: Assistant Engineer
Benjamin Wright: String Arrangement, String Conductor
Gerry "The Gov" Brown: Engineer, Mixing
John Tanksley: Assistant Engineer
Kelvin Wooten: Guitar, Bass, Drums, Percussion, Keyboards, Organ, Piano, Tuba, Additional Vocals, Co-Producer
Kevin Meeker: Assistant Engineer
Nick Lane: Trombone
Brandon Fields: Tenor Saxophone
Charles Veal, Jr.: Violin
Dave Hyman: Assistant Engineer
Flip Osman: Assistant Engineer
Glenn Standridge: Engineer, Mixing
Kris Solem: Mastering
Michael "Blue" Williams: Management
Michelle Lynn Forbes: Engineer, Assistant Engineer
Preston Crump: Bass
Ryan Hewitt: Assistant Engineer
Torrance Scott: Assistant Engineer
Chalmers "Spanky" Alford: Guitar
Anette Sharvit: Production Coordination
Clint Roth: Engineer
Timothy Christian Riley: Co-Producer
Fred Jackson: Flute
William Blochinger: Photography
Andrew Chavez: Assistant Engineer
Alvie Wiggins: Introduction
Darren Harris: Engineer
Danny Romero: Engineer, Mixing
Randy Wiggins: Backing Vocals
Tan Yen-Hue: Assistant Engineer
Ryan McCormick: Assistant Engineer
Raymon Murray: Drums, Percussion, Co-Producer
Shyronda Felder: Vocals
Tracie Nelson: Backing Vocals
Kimberly Clausell: Backing Vocals
Charles Veal and The South Central Chamber Orchestra: Strings
Marvin Smith: Cello
Doc For Black Corners: Orchestral Arrangement
Erick Williams: Assistant Engineer
Victor Carillo: Assistant Engineer
Alex Reververi: Assistant Engineer
Lenpeltier: Design, Art Direction