Co-producer - George Clinton (tracks: A1, A2, A4, B2)
Drums - Jerry Jones (2) (tracks: A2)
Guitar - Catfish Collins , Rick Evans* (tracks: A2)
Keyboards - David Spradley , Joel Johnson (tracks: A2 to B3) , Mark Johnson (tracks: A2)
Percussion - Carl "Butch" Small (tracks: A2 to B3)
Producer, Bass, Drums, Guitar, Percussion, Vocals - Bootsy Collins
Saxophone - David McMurray (tracks: B2) , Larry Hatcher (tracks: A2 to B3) , Maceo Parker (tracks: A2 to B3)
Trombone - Fred Wesley (tracks: A2 to B3)
Trumpet - Richard Griffith (tracks: B2)
Vocals - Brandy* (tracks: A2 to B3) , Brides Of Funkenstein (tracks: A2 to B3) , Godmoma , Parlet (tracks: A2 to B3) , Robert "P-Nut" Johnson