Tiz – Lead Vocals (1~4,6~11), Guitars (1,2,6~8), Bass Guitar (2,3,7~9,11), Space Bass Solo (6,7), Synthesizers (7,9,10), Fonkie Bass Solo (8), Organ (8), Fender Rhodes (8), Strings (10)

Doa – Bass Guitar (1,4,6,10), Moog Bass (1,11), Guitars (1,2,4,6,8,11), Drum Programming (1,4), “Tha Hoinzz” (4,6), Synthesizers (6,7,9,11), Strings (11)

George Clinton – Lead Vocals (3)

George Duke – Synthesizers (2)

Perry Hardin – Guitars (3)

Perry Hardin – Guitar (9)

Donald Hayes – “Tha Hoinzz” (1)

Brian Jones – Guitars (10), Fender Rhodes (1), Strings (10)

Doug Lovelace – Synthesizer (4)

Sennie “Skip” Martin – “Tha Hoinzz” (10)

“Big” Thomas McCree – Drums (11)

O’Dell “Guitar Boss” Ross – Guitars (7)

The Suckaz – Background Vocals (1~4,6~10), Claps (4)

Joey Summerfield – “Tha Hoinzz” (2)

Jr. Swinga – Vocorder (11)

Arthur Thompson – Drums (2,3,6~10), Percussion (2,3,9,10)

Ali Woodson – Lead Vocals (10)