- Michael Bolton – lead vocals, arrangements (1, 2, 4, 5, 7, 10), rhythm arrangements (1, 2, 5, 7), backing vocals (6)
- David Foster – arrangements (1, 2, 4, 5, 7, 10), rhythm arrangements (1, 2, 5, 7), additional keyboards (2, 5)
- Randy Kerber – acoustic piano (1, 2, 4, 5, 8), Hammond B3 organ (6), organ (7), electric piano (10)
- Greg Phillinganes – organ (2), acoustic piano (7)
- Robbie Buchanan – additional keyboards (2, 5)
- Walter Afanasieff – keyboards (3, 9), synthesizers (3, 9), Hammond B3 organ (3, 8, 9), bass (3, 9), rhythm programming (3, 9), acoustic piano (6), horn arrangements (6, 8)
- Gary Cirimelli – Akai programming (3), Macintosh programming (3, 6, 8, 9), Synclavier programming (3, 9), additional backing vocals (9)
- Ren Klyce – Synclavier programming (3, 9), Akai programming (3, 9)
- Ian Underwood – acoustic piano (10)
- Dean Parks – acoustic guitar (1, 5)
- Michael Thompson – electric guitar (1, 2, 4, 5, 7), guitars (6, 8)
- Vernon "Ice" Black – guitars (3)
- Michael Landau – additional guitars (6, 8), guitars (9)
- Neil Stubenhaus – bass (1, 4, 5, 8)
- Nathan East – bass (2, 7)
- Randy Jackson – bass (6)
- John Robinson – drums (1, 2, 4-8)
- Joel Peskin – saxophone solo (4)
- Portia Griffin – backing vocals (2, 7, 8), additional backing vocals (3, 9)
- Pat Hawk – backing vocals (2, 7, 8), additional backing vocals (3, 9)
- Vann Johnson – backing vocals (2, 7, 8), additional backing vocals (3, 9)
- Janis Liebhart – backing vocals (2, 7, 8), additional backing vocals (3, 9)
- Carmen Twillie – backing vocals (2, 7), additional backing vocals (3)
- Mona Lisa Young – backing vocals (2, 7, 8), additional backing vocals (3, 9)
- The Four Tops – backing vocals (3)
- Yvonne Williams – backing vocals (8), additional backing vocals (9)
- Claytoven Richardson – additional backing vocals (9)
- The PH1 Choir – backing vocals (9)
- Patrick Henderson – choir director and vocal arrangements (9)
Tower Of Power Horn Section (Tracks 6 & 8)
Orchestra (Tracks 1, 2, 4, 5, 7 & 10)
- Johnny Mandel – orchestra arrangements and conductor (1, 5, 7, 10)
- Jeremy Lubbock – orchestra arrangements and conductor (2)
- David Foster – string arrangements (4)
- Gerald Vinci – concertmaster
- Debbie Datz-Pyle and Patti Zimmitti – contractors
- Donald Ashworth, Jon Clarke, Gary Foster, Glen Garrett, Dan Higgins, Marty Krystall, Jack Nimitz and Bob Sheppard – woodwinds
- Jim Atkinson, Jeff DeRosa, Brian O'Connor, Calvin Smith, Richard Todd and Brad Warnaar – French horn
- Larry Bunker – percussion
- Chuck Domanico, Edward Meares, Buell Neidlinger and Margaret Storer – bass
- Robert Adcock, Jodi Burnett, Larry Corbett, Ronald Cooper, Christine Ermacoff, Marie Fera, Paula Hochholter, Judy Johnson, Anne Karam, Suzie Katayama, Dane Little, Frederick Seykora, Christina Soule and David Speltz – cello
- Gayle Levant – harp
- Denyse Buffum, Brian Dembow, Alan DeVeritch, Roland Kato, Donald McInnis, Cynthia Morrow, Carole Mukogawa, Dan Neufeld, Kazi Pitelka, Harry Shirinian, Linn Subotnick, Ray Tischer and Mihail Zinovyev – viola
- Dixie Blackstone, Mari Botnick, Robert Brousseau, Russ Cantor, Isabelle Daskoff, Assa Drori, Henry Ferber, Ronald Folsom, Armen Garabedian, Berj Garabedian, Harris Goldman, Gwen Heller, Reginald Hill, Bill Hybel, Lisa Johnson, Karen Jones, Kathleen Lenski, Norma Leonard, Rene Mandel, Michael Markman, Betty Moor, Irma Neumann, Donald Palmer, Claudia Parducci, Sheldon Sanov, Haim Shtrum, Robert Sushel, Gerald Vinci and Dorothy Wade – violin