Arranged By – Marcus Miller (tracks: A1, A3, A4, B1 to B4)
Artwork – Jo Gelbard, Miles Davis
Bass – Marcus Miller
Bass Clarinet – Marcus Miller (tracks: A1 to A4, B3, B4)
Drums – Al Foster (tracks: B4), Marcus Miller (tracks: A1), Omar Hakim (tracks: A4, B2), Ricky Wellman (tracks: A3, B3)
Engineer – Al Schmitt
Engineer [Additional] – Alec Head, Henry Falco
Engineer [Assistant] – Danny Mormando, Dave Wolk, Debi Cornish, Ed Korengo, Joe Martin (2), Kevin Fisher (3), Mitch Gibson, Roy Hendrickson, Scott Mabuchi
Executive-Producer – Miles Davis
Guitar – Billy "Spaceman" Patterson (tracks: B3), Foley (tracks: A3, A4, B3), Jean-Paul Bourelly (tracks: B1), Marcus Miller (tracks: A1, A4, B3), Michael Landau (tracks: A2)
Guitar, Keyboards, Drum Programming – John Bigham (tracks: B3)
Keyboards – Joey DeFrancesco (tracks: A2), Marcus Miller
Lacquer Cut By – Matthew Lutthans
Mastered By – Doug Sax
Mixed By – Bill Schnee
Percussion – Bashiri Johnson (tracks: B2), Don Alias (tracks: A1, A3, B2), Mino Cinelo* (tracks: A1), Paulinho Da Costa (tracks: A4, B1)
Photography By – Richard Rothman
Piano – Joe Sample (tracks: B2)
Producer – Marcus Miller, Tommy LiPuma
Producer [Associate Producer] – John Bigham
Recorded By – Bruce Miller, Eric Calvi (tracks: A1, A3, A4, B1,B2, B4)
Soprano Saxophone – Kenny Garrett (tracks: A2), Marcus Miller (tracks: A1, A3)
Tenor Saxophone – Rick Margitza (tracks: B1)
Trumpet – Miles Davis
Written-By – Marcus Miller (tracks: A1, A3, A4, B1, B2, B4)
