tenor sax, soprano sax : George Howard
vocals : Sarah Brown
keyboards : Eric Daniels
keyboards (Additional) : Rickardo Reid
bass : Sam Sims
guitar : Dave Berry
drum programming : Ray Hayden
2. Best Friend
tenor sax, soprano sax, spoken words : George Howard
vocals : Wayne Holmes
backing vocals : Howard Hewett
keyboards : George Duke
guitar : Ray Fuller
bass : Freddy Washington
3. One Last Time
soprano sax : George Howard
Keyboards : George Duke
acoustic guitar : Paul Jackson, Jr.
bass : Larry Kimpel
drums : Sonny Emory
percussion : Lenny Castro
4. Dianne's Blues
soprano sax, drum programming, keyboards, synth (Bass) : George Howard
electric piano : Phil Davis
bass : Sam Sims
acoustic piano, clavinet : Vance Taylor
bata : Bill Summers
congas : Munyungo Jackson
5. Our Love
soprano sax, keyboards : George Howard
electric piano, strings, keyboards : Phil Davis
bass : Sam Sims
drums : Lil' John Roberts
bata, percussion : Bill Summers
6. Interlude
7. Attitude Adjustment
guitar : Ray Fuller
keyboards : George Duke
8. Let's Unwind
soprano sax : George Howard
keyboards : Eric Daniels
vocals, acoustic guitar : Jonathan Butler
guitar : Dave Berrybacking vocals, drum programming : Ray Hayden
9. I Apologize
backing vocals : Timothy Johnson
bass : Larry Kimpel
drums : Rayford Griffin
keyboards : Darrell Smith
lead vocals, backing vocals : Will Downing
percussion : Munyungo Jackson
soprano sax, keyboards(additional), backing Vocals : George Howard
10. A Whole Lotta Drum In Me
soprano saxo, keyboards (Additional) : George Howard
vocals : Tiffany L. Graves
strings(6 to 10) : Abe Meltzer, David Chausow, Emil Podsada , Harold Kupper , Irving Kaplan, Karl Fruh , Leonard Chausow , Oscar Chausow , Sol Bobrou, Theodore Silavin