• John B. Williams - acoustic & electric basses, keyboards, drum machine
• Jessica Williams - lead vocals
• Brenda Lee Eager - background vocals
• Alex Brown - background vocals
• Al Chalk - vocalese on "Midnight Caravan"
• Ray Fuller - guitars
• John Beasley - keyboards
• Kimo Cornwall - keyboards
• Rod Antoon - keyboards
• Michael Paulo - saxophones
• Leslie Drayton - trumpet on "Jam for Y.T."
• Luis Conte - latin percussion
• Michael White - drums
• Perry Wilson - drums
• John Hopen - drum machine on "Space Bass"
• Sheldon Gomberg - fretless bass on "Space Bass"

Produced by John B. Williams
Executive producer - John "Y.T." Hopen