Will Downing – Invitation Only

Bass – Marcus Miller
Percussion – Luis Conte
Producer, Arranged By, Backing Vocals, Keyboards [Solo] – Ronnie Foster
Written-By – Ronnie Foster
Written-By – Susaye Greene

Backing Vocals – Tanya Smith
Backing Vocals – Will Downing
Bass – Ronnie Garrett
Guitar – Michael Thompson
Producer, Keyboards, Drum Programming, Percussion – Daryl Simmons
Written-By – Rex Rideout
Written-By – Ronnie Garrett
Written-By – Will Downing

Acoustic Guitar – Jonathan Butler
Backing Vocals – Cindy Mizelle
Bass – Ronnie Garrett
Percussion – Bashiri Johnson
Producer, Backing Vocals – Will Downing
Producer, Keyboards, Programmed By – Rex Rideout
Written-By – Rex Rideout
Written-By – Will Downing

Arranged By [String] – Webster Lewis
Backing Vocals – Fonzi Thornton
Backing Vocals – James "D-Train" Williams
Bass – Jerry Brooks
Drums – Buddy Williams
Guitar – Mike Campbell (3)
Percussion – Bashiri Johnson
Piano – Alex Bugnon
Producer, Arranged By, Backing Vocals – Will Downing
Producer, Arranged By, Electric Piano [Rhodes] – Rex Rideout
Saxophone – Gerald Albright
Written-By – Thom Bell
Written-By – Linda Creed

Backing Vocals – Dwight Thompson
Backing Vocals – Antoinette Roberson
Bass – David Metcen
Featuring [Duet], Vocals – Audrey Wheeler
Guitar – Binky Brice
Producer, Keyboards, Programmed By – Rex Rideout
Producer, Vocals, Backing Vocals – Will Downing
Written-By – Darren Steward
Written-By – William Holloway
Written-By – Will Downing

Backing Vocals – Marva King
Bass – Jimmy Haslip
Drums – William Kennedy
Featuring – Yellowjackets
Guitar – Chieli Minucci
Percussion – Sammy Figueroa
Piano – Russell Ferrante
Producer, Arranged By, Backing Vocals – Will Downing
Producer, Keyboards, Arranged By – Rex Rideout
Written-By – Rex Rideout
Written-By – Ronnie Garrett
Written-By – Will Downing

Acoustic Guitar – Ira Siegel
Backing Vocals – Audrey Wheeler
Bass, Backing Vocals – Ronnie Garrett
Electric Guitar – Norman Brown
Producer, Backing Vocals – Will Downing
Producer, Keyboards, Programmed By – Rex Rideout
Written-By – Rex Rideout
Written-By – Ronnie Garrett
Written-By – Will Downing

Backing Vocals – Antoinette Roberson
Featuring [Duet] – Tanya Smith
Guitar [Solo] – Rohn Lawrence
Producer, Bass – Ronnie Garrett
Producer, Keyboards, Programmed By – Rex Rideout
Producer, Vocals, Backing Vocals – Will Downing
Written-By – Rex Rideout
Written-By – Ronnie Garrett
Written-By – Will Downing

Backing Vocals – Goodfellaz
Bass – Leslie Lemon
Keyboards – Peter Lord
Keyboards, Drum Programming – MACK 96
Producer – The Family Stand
Written-By – Gordon Dukes

Backing Vocals – Katreese Barnes
Backing Vocals – Audrey Wheeler
Bass – James Genus
Guitar – Mike Campbell (3)
Producer – Will Downing
Producer, Keyboards, Programmed By – Rex Rideout
Written-By – Will Wheaton
Written-By – Howard McCrary
Written-By – Robert Palmer (2)

Acoustic Bass – Dave Carpenter
Arranged By [String] – Chris Cameron
Arranged By [Vocal] – Will Downing
Conductor – George Del Barrio
Drums – Harvey Mason
Producer, Arranged By, Piano, Electric Piano [Rhodes], Synth – Ronnie Foster
Saxophone [Solo] – Kirk Whalum
Written-By – Jack Segal
Written-By – Marvin Fisher

Backing Vocals – Marva King
Backing Vocals – Maxayn Lewis
Bass – Gerald Albright
Drums – Harvey Mason
Guitar – Paul Jackson Jr.
Producer, Keyboards – Ronnie Foster
Saxophone – Art Porter
Written-By – Art Porter
Written-By – Will Downing