Produced by Marcus Miller for Pork Pie Production
Co-produced by David Isaac
Executive Producers: Marcus Miller, Harold Goode and Harry Martin
Mixed by David Isaac, Goh Hotoda, Dennis Thompson, Takamasa Honda and Ray Bardani
Mastered by Louie Teran for Marcussen Mastering, Hollywood, CA
All music arranged by Marcus Miller
Recorded by Marcus Miller, David Isaac and Dennis Thompson
Additional recording by Takamasa Honda, Adam Dorn, Craig J, The Dropper, Mark Kibble and Philippe Rose

Musicians:

Marcus Miller – Bass Guitar, Fretless Bass, Acoustic Bass, Bass Clarinet, Fender Rhodes, Keyboards, Piano, Clavinet, Organ, Synth Orchestra, Moog Synthesizer, Beat Box, Udu, DJ Scratches, Tambourine, Guitar with Talk Box, Hi-Hat
Gerald Albright – Alto Sax
Poogie Bell – Drums
Dean Brown – Acoustic & Electric Guitars
Ronald Bruner – Drums
Roger Byam – Tenor Sax
Jessica Celious – Background Vocals
Eric Clapton – Vocals, Guitar
Bruce Flowers – Organ, Fender Rhodes
Kenny Garrett - Alto Sax
Macy Gray – Vocals
Lalah Hathaway – Vocals
Kenn Hicks – Operatic Tenor
Craig J "The Count" – Percussion
Munyungo Jackson – Percussion
Joey Kibble – Background Vocals
Mark Kibble – Background Vocals
Eartha Kitt – Vocal
Gregoire Maret – Harmonica
Lucky Peterson – Guitar
Patches Stewart – Trumpet
Kirk Whalum – Tenor Sax
Mocean Worker – DJ EFX
Bernard Wright – Keyboards

Recorded at Hannibal Studios, Santa Monica, CA, Camel Island Studios, Los Angeles, CA, Hit Factory and The Dornmitory, New York, NY, Absolut Beats, Dallas, TX, Vertical Sound Studio, Nashville, TN and Olympic Studio 1, London
Mixed at Hannibal Studios, Santa Monica, CA and Hit Factory, New York, NY
Protools Operator for Eric Clapton: Joel Evenden
Recorded and edited in Logic Pro by Marcus Miller
Technical Supervisor: Takamasa Honda