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Bob Seger: Vocals, acoustic guitar, baritone guitar, banjo, composer, producer
- Tim Mitchell: Electric guitar, soloist, composer (8)
- Rob McNelley: Electric guitar, acoustic guitar, soloist
- Kenny Greenberg: Electric guitar, soloist
- Tom Bukovac: Electric guitar, soloist
- J.T. Corenflos: Electric guitar, soloist
- Biff Watson: Electric guitar, acoustic guitar
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Rick Vito: Electric guitar, acoustic guitar
- Jim Kaatz: Guitar (Rhythm)
- Glenn Worf: Bass
- Chris Campbell: Bass
- Jimmie Lee Sloas: Bass
- Greg Morrow: Drums
- Richie Hayward: Drums
- Chad Cromwell: Drums
- Eric Darken: Percussion
- Steve Nathan: Piano, Hammond B3, organ, synthesizer
- Craig Frost: Clavinet, synthesizer, composer (8)
- Reese Wynans: Piano, Hammond B3
- Billy Payne: Piano, background vocals
- Michael Rojas: Piano
- John Jarvis: Synthesizer
- Jim "Moose" Brown: Synthesizer
-
Alto Reed: Saxophone, soloist
- Keith Kaminski: Saxophone
- Mark Byerly: Trumpet
- Bob Jensen: Trumpet
- John Rutherford: Trombone
- Deanie Richardson: Fiddle
- Carole Rabinowitz: Cello
- John Catchings: Cello
- Barbara Payton: Background vocals
- Laura Creamer: Background vocals
- Herschel Boone: Background vocals
- Shaun Murphy: Background vocals
- Rosemary Butler: Background vocals
- Terena Boone: Background vocals
-
Bekka Bramlett: Background vocals
- Donny Gerrard: Background vocals
-
Lou Reed: Composer (2)
-
Leonard Cohen: Composer (10)
- David Cole: Eengineer, mixing, acoustic guitar
- Gerard Smerek: Engineer, mixing, percussion
- Chuck Ainlay: Engineer, mixing
- Ed Cherney: Engineer
- Luke Wooten: Engineer
- Scott Gatteño: Engineer
- Seth Morton: Vocal harmony, background vocals, assistant engineer
- Drew Bollman: Assistant engineer
- Chad Brown: Assistant engineer
- Sean R. Badum: Assistant engineer
- Brandon Schexnayder: Assistant engineer
- Kyle Manner: Assistant engineer
- Tyler Hoffman: Assistant engineer
- Leslie Richter: Assistant engineer
- Bryan Graban: Assistant engineer
- Marc Frigo: Assistant engineer
- Greg Fogie: Assistant engineer
- Joshua Ditty: Assistant engineer
- Robert Vosgein: Mastering
- Richard Dood: Mastering
- Christopher Lee Lyons: Design
- Tom Weschler: Artwork, design, back cover photo
- Nicole Frantz: Art Direction
- Bill Blackwell: Insert photography
