- Jody Watley – vocals, background vocals
- Marlon Williams – guitar
- Neil Steubenhaus, Gene Perez – bass
- John Scarpulla – tenor saxophone
- Peter Daou – keyboards
- Derrick Edmondson, Jamey Jaz – keyboards, drum programming
- John Robinson, Cornelius Mims – drums
- Bryce Wilson – keyboards, drum programming
- Michael Thompson, Arthur White – guitar
- Greg Phillinganes – piano
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- John Wheeler – trombone
- Phil Galdston – keyboards
- Rakim – rap vocals on "Off the Hook" (D-Dot Remix)
- Tony Kadleck – trumpet
- Patrick Morgan – viola
- Darryl Brown – bass guitar
- Vidal Davis – drums
- Ken Lewis – guitar
- Audrey Wheeler, Naimeh Heath, Cindy Mizelle, Lua Crofts, Paulette McWilliams, Dwayne Wiggins, Cassandra Lucas, Latina Webb, Stephani Alexander – backing vocals
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