JJ Grey - vocals, keyboards, guitar, harmonica, bass
Daryl Hance - guitar & slide guitar
Adam Scone - organ & bass
Anthony Cole - drums

Additional musicians :
Art Edmaiston - sax
Betsy Federman - cello
Bonnie Holdeen - background vocals
Clay Watson - trombone
Colin Kiely - viola
Dennis Marion - trumpet
Ian Hendrickson-Smith - horn arrangements
Linda Cole - background vocals
Phillip Pan - violin
Piotr Szewczyk - violin