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Etta James: Vocals
- Dorothy Leatherwood: Vocal (13)
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Josh Sklair: Guitar, arranger (6)
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Cedar Walton: Piano, arranger (1-5, 7-13)
- Tony Dumas: Bass
- Ralph Pendland: Drums
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Red Holloway: Tenor saxophone
- George Bohannon: Trombone
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Ronnie Buttacavoli: Trumpet, flugelhorn
- Rick Baptist: Flugelhorn (6)
- Ron Powell: Percussion (6)
- Clyde Otis: Composer (1)
- Maurice Yvain: Composer (2)
- Charles N. Daniels: Composer (2)
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Duke Ellington: Composer (3)
- Edgar DeLange: Composer (3)
- Irving Mills: Composer (3)
- Isham Jones: Composer (4)
- Marty Symes: Composer (4)
- Joe Greene: Composer (5)
- Edward Heyman: Composer (6)
- Victor Young: Composer (6)
- Jack Strachey: Composer (7)
- Harry Link: Composer (7)
- Eric Mashwitz: Composer (7)
- Harold Arlen: Composer (8)
- Johnny Mercer: Composer (8)
- Rube Bloom: Composer (9)
- Ted Koehler: Composer (9)
- Arthur Hamilton: Composer (10)
- Dorothy Fields: Composer (11)
- Jimmy McHugh: Composer (11)
- Channing Pollock: Composer (12)
- Maurice Yvain: Composer (12)
- Albert Willemetz: Composer (12)
- Jaques Charles: Composer (12)
- Lester Lee: Composer (13)
- Bob Russell: Composer (13)
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John Snyder: Producer
- Jay Newland: Engineer recording & mix
- Alan Mason: Assistant
- Richard McKernan: Assistant
- John Nelson: Assistant
- Jason Brennan: Engineer mix
- Charlie Watts: Mastering engineer
- Conway Recording Studios, Los Angeles, California: Recording studio (november 30, december 1 & 2, 2000 / february 25-27, 2001), mix studio (february 27-march 3, 2001)
- Soundproof Studio, Los Angeles, California: Surround sound mixing (march 29-april 2, 2001)
- Lupe DeLeon: Executive producer
- Ben Snyder: Production coordinator
- Sonny Mediana: Art direction, photography
- Patrick Clifford: Artist & repertoire
- Lisa Matlosz: A&R administration
- Lupe DeLeon: Management
