Personnel
- Dave Koz – alto saxophone (1, 2, 6, 7, 10, 11, 13), arrangements (1, 2, 4, 5, 6, 8-11), soprano saxophone (2, 4, 5, 7, 8, 10, 12), tenor saxophone (2, 3, 5, 7), horn arrangements (3), sax section (13)
- Jeff Lorber – Wurlitzer electric piano (1, 6), clavinet (1), additional keyboards (1, 6), electric guitar (1, 6), arrangements (1, 6)
- Carl Sturken – keyboards (2, 8, 9, 10), electric guitar (2), bass programming (2, 8, 9, 10), drum programming (2, 8, 9, 10), arrangements (2, 8, 9, 10), guitars (8), acoustic guitar (10)
- Brian Culbertson – keyboards (3, 12), synth bass (3), drum programming (3, 12), trombone (3), trumpet (3), arrangements (3, 12), horn arrangements (3), acoustic piano (12), sound effects (12)
- Jeff Koz – keyboards (4, 5, 7, 11), bass programming (4, 5, 7), drum programming (4, 5, 7), arrangements (4, 5, 7, 11), acoustic guitar (5), effects (7), nylon acoustic guitar (11)
- Brad Cole – acoustic piano (7), sax section arrangements (13)
- Charles Crawford – turntables (9), DJ effects (9)
- Norman Brown – guitar solo (1)
- Paul Jackson, Jr. – acoustic guitar (3), guitar pads (3), guitar effects (3)
- Tony Maiden – wah wah guitars (3), "funk" guitars (3), electric guitar (6)
- Michael Thompson – acoustic guitar (4, 5, 11, 12), electric guitar (4, 5, 7, 11, 12), guitar arrangements (4, 5, 7), guitar synthesizer (7), Ebow (12)
- Marc Antoine – nylon acoustic guitar solo (12)
- Alex Al – bass (1, 6), electric bass (3, 12)
- Nathan East – bass (4, 7), electric bass (11)
- John Robinson – drums (1, 6)
- Gary Novak – drums (7, 11)
- Lenny Castro – percussion (1, 4, 5, 7, 11)
- Bashiri Johnson – African percussion (12), vocal effects (12)
- Bill Reichenbach Jr. – trombone (1, 6)
- Jerry Hey – trumpet (1, 6), flugelhorn (1, 6), horn arrangements (1, 6)
- Chris Botti – trumpet (9)
- Evan Rogers – arrangements (2, 8, 9, 10), backing vocals (8), vocal effects (9), vocals (10), whistle (10)
- Larry Gold – string arrangements and conductor (8)
- Jennie Lorenzo – cello (8)
- Peter Nocella – viola (8)
- Gloria Justin – violin (8)
- Emma Kummrow – violin (8)
- Igor Szwec – violin (8)
- Brian McKnight – lead vocals (2), backing vocals (2, 13), acoustic piano (13)
- Bobby Caldwell – backing vocals (6)
- John Stoddart – vocal effects (7)
- Javier – lead and backing vocals (8)
Handclaps on "Honey-Dipped"
- Janice Dela Cruz, Lois Gleckman, Liz Healy, Hyman Katz, Audrey Koz, Dave Koz, Jeff Lorber, Gary Morris, Mel Pearlman and Mark Tungwarapotwitan