Saxophonic

• 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

• Dave Koz – executive producer, producer (1, 3-7, 11), co-producer (2, 8, 9, 10)
• Jeff Lorber – producer (1, 6), recording (1, 6)
• Evan Rogers – producer (2, 8, 9, 10)
• Carl Sturken – producer (2, 8, 9, 10)
• Brian Culbertson – producer (3, 12), recording (3, 12)
• Jeff Koz – producer (4, 5, 7, 11), engineer (4, 5, 7, 11)
• Brian McKnight – producer (13)
• Dave Rideau – rhythm section recording (1, 6)
• Al Hemberger – recording (2, 8, 9, 10)
• Chris Wood – vocal recording (2), recording (13)
• Mary Ann Souza – vocal recording assistant (2), recording assistant (13)
• Dan Hart – engineer (4, 5, 7, 11)
• Frank Nadasdy – engineer (4, 5, 7, 11)
• Doug Rider – engineer (4, 5, 7, 11)
• Jeff Chestek – strings recording (8)
• John McGlinchey – strings recording assistant (8)
• Louis Alfred III – percussion recording (12)
• Brad Cole – sax section recording (13)
• Peter Morkran – mixing
• Tony Flores – mix assistant
• Seth Waldmann – mix assistant
• Steve Hall – mastering
• Wendy Goldstein – A&R
• Natasha Bishop – project coordinator
• Andrea Derby – production coordinator
• Mary Fagot – art direction
• George Mimnaugh – design
• Elfie Semotan – photography
• W.F. Leopold Management, Inc. – management

Studios

• Recorded at Sunset Sound (Hollywood, California); The ColeMine (North Hollywood, California); JHL Sounds and Palisades Zoo (Pacific Palisades, California); BCM Studios (Los Angeles, California); Back Room Studios (Glendale, California); HUM Studios (Santa Monica, California); The Loft Recording Studios (Bronxville, New York); The Lab (New York City, New York); The Studio (Philadelphia, Pennsylvania).
• Mixed at Conway Studios (Hollywood, California).
• Mastered at Future Disc (Hollywood, California).