- Macy Gray – vocals, production (all tracks); backing vocals (tracks 2, 6, 12)
- Marsha Ambrosius – backing vocals (track 5); opera vocals (track 8)
- Dallas Austin – ARP, guitar (track 1); co-production (tracks 1, 3–5, 7, 8, 12); programming (tracks 3, 4); backing vocals (track 5); executive production
- Bobby Ross Avila – backing vocals (track 7); piano (tracks 7, 12)
- Israel Avila – programming (track 12)
- Marina Bambino – percussion (tracks 10, 12); backing vocals (tracks 11, 12)
- Steve Baxter – trombone (tracks 5, 12)
- Beck – backing vocals, guitar (track 2)
- Dawn Beckman – backing vocals (tracks 2, 5, 6, 11); choir leader (track 9)
- Printz Board – flugelhorn (track 4); trumpet (tracks 4, 12)
- Scott Breadman – percussion (tracks 1, 2, 4–8, 12)
- David Campbell – string arrangements (tracks 3, 7)
- DJ Kiilu Grand – programming (tracks 1, 2, 11); turntables (tracks 2, 9); co-production (tracks 2, 11)
- Rama Duke – backing vocals (track 11)
- Logan Duntzelman – children's choir (track 9)
- Mike Elizondo – bass (track 11)
- Esthero – backing vocals (track 11)
- Fanny Franklin – backing vocals (tracks 1, 3, 4)
- Herb Graham, Jr. – drums (track 10)
- Charles Green – saxophone (tracks 5, 12)
- Lukas Haas – acoustic guitar, backing vocals (track 10)
- Mike Harris – trumpet (tracks 5, 12)
- Aanisah Hinds – children's choir (track 9)
- Happy Hinds – children's choir (track 9)
- Tahmel Hinds – children's choir (track 9)
- Hooshik – art direction, design
- Victor Indrizzo – drums (tracks 1–9, 11, 12); guitar (tracks 1, 2, 9); guitar loops (track 5)
- Ted Jensen – mastering
- Courtney Johnson – children's choir (track 9)
- Joia Johnson – children's choir (track 9)
- David LaChapelle – photography
- Tim Lauber – assistant engineering
- Jinsoo Lim – guitar (track 3)
- Adam MacDougall – Moog (tracks 1, 3); Hammond (track 10); piano (track 11)
- Arik Marshall – guitar (tracks 4, 5, 7, 8, 10)
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- Justin Meldal-Johnsen – bass (tracks 1–4, 6–9, 12); backing vocals (track 2)
- Mike Melnick – additional engineering
- Traci Nelson – backing vocals (track 7)
- Audra Cunningham Nishita – backing vocals (track 1)
- Rose Noone – A&R
- Pharoahe Monch – backing vocals (track 2)
- Zac Rae – Rhodes (tracks 3, 4); Chamberlin (tracks 3, 4, 8–10); Farfisa (tracks 5, 8); piano (tracks 5, 10); clavinet, organ (track 7); Wurlitzer (tracks 7, 9); tack piano (track 8); synthesizer (track 10)
- Tom "Tombone" Rawls – trombone (tracks 4, 12)
- Chris Richardson – children's choir (track 9)
- Dave Rolicke – saxophone, trombone (track 8)
- Mark Ronson – guitar (tracks 1, 11); programming, turntables (track 2)
- Thom Russo – Pro Tools (all tracks); additional mixing (track 1)
- Jeremy Ruzumna – Wurlitzer (tracks 1, 2, 5, 6, 8–10, 12); synthesizer (tracks 1, 2, 6, 9, 11); piano (tracks 1, 8, 10); turntables (track 2); programming (tracks 2, 5, 10); Moog (tracks 2, 6, 11); Hammond (tracks 3, 5, 8); clavinet (track 5); Chamberlin (track 9); organ (track 12)
- Rick Shepherd – programming (tracks 3, 4, 6)
- Christine Sirois – assistant engineering
- Chino Smith – backing vocals (tracks 2, 3, 5, 8)
- Sy Smith – backing vocals (tracks 1, 4, 5, 11); choir leader (track 9)
- Natalie Stewart – backing vocals (track 5)
- Darryl Swann – vocal production (tracks 1, 7); co-production, programming (tracks 6, 9); guitar (track 9)
- Sonny Swann – children's choir (track 9)
- Kam Talbert – backing vocals (track 11)
- Chris Thomas – bass (track 5)
- Danielle Thomas – backing vocals (tracks 4, 5, 8)
- Tracy Wannomae – bass clarinet (track 4); saxophone (track 12)
- Neil Ward – additional engineering
- Dave Way – mixing, Pro Tools, recording (all tracks); co-production (tracks 1, 5)
- Dave Wilder – bass (track 10)
- Chris Wonzer – assistant engineering (all tracks); additional engineering (tracks 2, 11)
- Ericka Yancey – backing vocals (track 8)
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