Personnel:
Dan Ubick – Producer, Writer, Arranger, Guitarist
Todd M. Simon – Writer, Arranger, Trumpet
James King – Baritone Saxophone, Flute
David Ralicke – Trombone, Sax
Dan Osterman – Trombone
Tracy Wannomae – Saxophones
Richard "Doo" Lee – Bass
"Big" Dave Wilder – Bass
D'Wayne Kelly – Wurlitzer, Moog
Jeremy Ruzumna – B-3, Rhodes
Davey Chegwidden – Percussion
Connie Price – Drums & Percussion
Malcolm Catto – Drums
Josh "The Wallet" Cohen – Drums
Pete McNeil – Drums