Backing Vocals [Background Vocals] – Gordon Banks, Harvey Fuqua, Marvin GayeDrums, Electric Piano [Fender Rhodes], Synthesizer, Organ, Bells [Orchestral], Glockenspiel, Bells, Finger Cymbals, Bongos, Congas – Marvin GayeGuitar – Gordon BanksWritten-By – M. Gaye*, O. Brown*

Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone [Vibes], Bells [Orchestral], Finger Snaps, Bongos, Tambourine – Marvin GayeGuitar – Gordon BanksSoloist, Alto Saxophone, Tenor Saxophone – Joel PeskinWritten-By – M. Gaye*

Guitar, Bass, Drums – Gordon BanksSoloist, Tenor Saxophone – Bobby SternSynthesizer – Marvin GayeWritten-By – M. Gaye*

Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone [Vibes], Bells [Orchestral], Glockenspiel – Marvin GayeGuitar – Gordon BanksWritten-By – M. Gaye*

Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass], Organ – Marvin GayeGuitar, Bass, Drums – Gordon BanksSoloist, Harmonica – Bobby SternWritten-By – M. Gaye*

Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass] – Marvin GayeGuitar, Bass – Gordon BanksSoloist, Tenor Saxophone – Bobby SternWritten-By – M. Gaye*

Drums, Guitar, Bass, Electric Piano [Fender Rhodes] – Gordon BanksSynthesizer, Organ – Marvin GayeWritten-By – G. Banks*