- Macy Gray – lead vocals ; backing vocals
- Steve Baxter – horn
- Dawn Beckman – backing vocals
- Jon Brion – Chamberlin ; guitar ; synthesizer ; orchestra bells ; piano ; vibraphone ; marimba ; Optigan
- David Campbell – string arrangements
- Lenny Castro – percussion
- Matt Chamberlain – drums ; percussion
- Kevin Dean – assistant engineer
- DJ Kiilu – programming ; turntables
- James Dowdall – A&R
- Michelle Forbes – assistant engineer
- Musiic Galloway – backing vocals
- Charles Green – horn
- Frank Harkins – art direction
- Michael Harris – horn
- Hooshik – art direction, design
- Ngozi "Guz" Inyama – saxophone
- Rami Jaffee – synthesizer ; Chamberlin, Optigan, piano
- Jay Joyce – guitar
- Jinsoo Lim – guitar
- Arik Marshall – guitar
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- Blackbyrd McKnight – guitar
- Gabriel Moses – guitar
- Dion Murdock – bass
- Rose Noone – A&R
- Dave Reed – assistant engineer
- Greg Richling – bass
- Jeremy Ruzumna – backing vocals ; organ ; piano ; electric piano, Moog synthesizer ; clavinet, Farfisa synthesizer ; Rhodes piano ; Chamberlin, Optigan
- Stéphane Sednaoui – photography
- Sy Smith – backing vocals
- Andrew Slater – producer
- Sherry Sutcliff – production coordinator
- Darryl Swann – drum programming ; backing vocals, guitar ; programming
- Miles Tackett – guitar
- Jeff Walch – assistant engineer
- Patrick Warren – vibraphone ; Chamberlin ; synthesizer ; Rhodes piano, Wurlitzer organ
- Dave Way – engineer, mixing
- David Wilder – backing vocals ; bass
- Bendrix Williams – guitar
- Howard Willing – assistant engineer
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