- Ray Anderson – trombone
- Harold Arlen – arranger, performer
- Tex Arnold – piano, backing vocalist
- Joe Ascione – drums
- Rick Baptist – trumpet
- Steve Berlin – horn
- Sandra Bernhard – performer
- Steven Bernstein – trumpet, arranger
- Eddie Bert – trombone, backing vocalist
- Chris Bleth – oboe
- The Boswell Sisters – performer
- Greg Cohen – bass, arranger
- Jim Cox – piano
- Cenovia Cummins – violin
- Ian Cuttler – art direction, design
- The Dorsey Brothers – performer
- Andrew Downing – bass
- Tim Emmons – bass
- Peter Erskine – drums
- Lawrence Feldman – clarinet, alto saxophone, backing vocalist
- Simon Fryer – cello
- Sam Furnace – baritone saxophone
- David Gale – trumpet, backing vocalist
- Jack Gale – trombone, arranger, backing vocalist
- Grant Geissman – guitar
- Vince Giordano – bass, backing vocalist
- Sophie Giraud – photography
- Richard Greene – violin
- John Gzowski – guitar
- Debbie Harry – performer
- David Hidalgo – accordion
- Dan Higgins – saxophone
- Viliam Hrubovcak – photography
- Greg Huckins – saxophone
- Fujice Imajishi – violin
- Scott Irvine – tuba
- David Johansen – performer
- John "Woog" Johnson – clarinet, tenor saxophone
- Alastair Kay – trombone
- Peter Kent – concert master
- Arnie Kinsella – drums, backing vocalist
- Brian Koonin – banjo, guitar, arranger, backing vocalist
- Ron Lawrence – viola
- Emily Lazar – mastering
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- Ranee Lee – performer
- J.T. Lewis – drums
- Eric Liljestrand – engineer, mixing
- John MacLeod – trumpet
- Rusty McCarthy – guitar
- Shannon McNally – performer
- Michael Melvoin – piano
- Eric Mingus – performer
- Maxim Moston – violin
- Roy Nathanson – arranger, alto saxophone
- Milton Nelson – orchestration
- Mary Margaret O'Hara – arranger, performer
- Earl Palmer – drums
- Van Dyke Parks – arranger, conductor
- Mark Pender – trumpet, backing vocalist
- Bucky Pizzarelli – guitar
- Mark Promane – flute, alto saxophone
- Jon Regen – arranger, keyboards
- Sarah Register – assistant mastering engineer
- Gerald Robinson – bassoon
- Jay Rodriguez – tenor saxophone
- Adam Rogers – guitar
- John Rosenberg – music contractor
- Jane Scarpantoni – arranger, conductor
- Terrence Schonig – percussion
- Little Jimmy Scott – performer
- Lee Sklar – bass
- Roxanne Slimak – art direction, design
- Michael Sloski – drums
- James Spragg – trumpet
- Edmund Stein – violin
- Rob Thomas – violin
- Ernie Tollar – flute, alto saxophone
- Jerry Vivino – clarinet, tenor saxophone, backing vocalist
- Rufus Wainwright – arranger, performer
- Larry Weinstein – liner notes
- Steve Weisberg – arranger, conductor
- Perry White – flute, baritone saxophone, tenor saxophone
- Sharon Williams – choir master
- Hal Willner – producer, liner notes
- Chuck Wilson – alto saxophone, backing vocalist
- Hawksley Workman – performer
- Maurice Wozniak – euphonium
- Garo Yellin – cello
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