Musicians

• Earl Klugh – main performer and acoustic guitar
• Dave Grusin – arranger and conductor, Fender Rhodes, synthesizer, and percussion (on tracks 5 and 6)
• Lee Ritenour – electric guitar on tracks 1 to 3, 5, and 9

12-string guitar on tracks 8

• Anthony Jackson – electric bass on tracks 1 to 3, 5, and 9
• Louis Johnson – electric bass on tracks 4, 6, and 7
• Francisco Centeno – bass on track 8
• Harvey Mason – drums on tracks: 2, 3, 5, and 9
• Steve Gadd – drums on tracks: 1, 4, and 6 to 8
• Ralph MacDonald – percussion on tracks 1, 2, 7, and 9
• Steve Forman – percussion on tracks 3, 4, and 8

Additional Musicians

• Arnold Belnick, Pamela Goldsmith, Endre Granat, Allan Harshman, Karen Jones, Jacob Krachmalnick, Bernard Kundell, Edgar Lustgarten, David Montagu, Constance Pressman, Dana L. Rees, Sheldon Sanov, Marshall Sosson, Ann M. Stockton, and Gerald Vince – strings
• Chuck Findley, Dick Hyde, Jack Nimitz, Jerome Richardson, Tom Scott, Lawrence Williams – horns
• Alexandra Brown, Lisa Roberts, Stephanie Spruill – backing vocals on track 4

Production

• George Butler – executive producer
• Dave Grusin and Larry Rosen – producers
• John Golden – mastering
• Larry Rosen – recorded and mixing
• Phil Schier – strings and horn recording
• Michael Ebert and Michael Shulman – studio (recording and mixing) assistants