- Jay-Z - performer, executive producer
- Eminem - performer, producer, mixing
- Slick Rick - vocals
- Q-Tip - vocals
- Biz Markie - vocals
- Demme Ulloa - vocals
- Schevise Harrell - vocals
- Lauren Leek - vocals
- Keon Bryce - vocals
- Stephanie Miller - vocals
- Michele Mills - vocals
- Josey Scott - vocals
- Victor Flowers - organ
- Kanye West - producer
- Just Blaze - producer
- Bink - producer
- Timbaland - producer
- Poke & Tone - producer
- DJ Head - drum programming
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- Damon Dash - executive producer
- Kareem "Biggs" Burke - executive producer
- Gimel "Young Guru" Katon - engineer, mixing
- Jimmy Douglas - engineer, mixing
- Shane Woodley - assistant engineer
- Jason Goldstein - mixing
- Richard Huredia - mixing
- Supa Engineer "Duro" - mixing
- Doug Wilson - mixing
- Tony Vanias - recording director
- Tony Dawsey - mastering
- Lenny S. - A&R
- Rob Mitchell - A&R
- Kyambo Joshua - A&R
- Darcell Lawrence - A&R
- Jason Noto - art direction
- Jonathan Mannion - photography
- Della Valle - images
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