Bass – Louis JohnsonVocals – Darryl Phinnessee, Howard Smith, James Gilstrap*Written-By, Bass [Piccolo & Tenor], Percussion – S. Clarke*

Guitar, Talkbox, Guitar [Solo] – Jeff BeckRhythm Guitar – Raymond Gomez*Synthesizer [Oberheim] – Denzil "Broadway" Miller*Vocals – Darryl PhinnesseeVocoder – Craig Harris Written-By – D. A. Miller Jr.*Written-By, Synthesizer [Korg], Bass, Bass [Piccolo], Talkbox – S. Clarke*

Horns – P Funk Horn SectionSynthesizer [Prophet] – Todd CochranVocals – Darryl Phinnessee, Howard Smith, James Gilstrap*Written-By, Bass, Keyboards [Solo] – S. Clarke*

Bass, Bass [Solo] – Stanley ClarkeFeaturing, Vocals – Howard HewettKeyboards – Denzil "Broadway" Miller*Written-By – D. A. Miller Jr.*, H. Hewett*

Guitar – Jeff BeckSynthesizer [Jupiter-8 & Prophet] – Todd CochranWritten-By, Bass, Bass [Piccolo], Piano, Bass [Solo] – S. Clarke*

Backing Vocals – James Gilstrap*Electronic Drums [Simmons] – John GilstonLead Vocals, Backing Vocals – Darryl Phinnessee, Howard SmithSynthesizer [Prophet] – Todd CochranSynthesizer [Synclavier] – Craig Harris Written-By – D. Phinnessee*, H. Smith*Written-By, Bass, Bass [Piccolo], Piano [Fender Rhodes], Bass [Piccolo, Solo], Backing Vocals – S. Clarke*

Synthesizer [Prophet] – George DukeSynthesizer [Synclavier] – Craig Harris Vocals, Bass – Louis JohnsonWritten-By – L. Johnson*Written-By, Vocals, Drums, Bass [Piccolo], Synthesizer [Korg] – S. Clarke*

Guitar – Raymond Gomez*Tenor Saxophone [Solo] – Ernie WattsVocals – Howard HewettWritten-By, Bass, Keyboards, Bass [Piccolo] – S. Clarke*

Backing Vocals – Darryl PhinnesseeDrums – John Robinson Guitar – Raymond Gomez*Guitar Synthesizer – Jeff BeckSynthesizer – Todd CochranWritten-By, Bass, Lead Vocals, Bass [Solo] – S. Clarke*