- Steve Miller: Vocals, guitar, harmonica, composer (1-3, 6, 9, 10, 12-17), art direction, mixing, mastering, producer
- Norton Buffalo: Harmonica, background vocals
- Lonnie Turner: Bass
- Gary Mallaber: Drums
- David Denny: guitar, background vocals, composer (7)
- Greg Douglass: Guitar
- Byron Allred: Keyboards

- Ben Sidran: Composer (2, 16)
- Robert Johnson: Composer (4)
- Steve McCarty: Composer (5)
- Jason Cooper: Composer (6)
- K.C. Douglas: Composer (8)
- Robert L. Geddings: Composer (8)
- Chris McCarty: Composer (9)
- Paul Pena: Composer (11)
- Eddie Curtis: Composer (12)
- Ahmet Ertegun: Composer (12)

- Jancie Ginsberg Miller: Producer
- Kent Hertz: Mixing, mastering
- Dave Niedrich: Project coordinator
- Matt Damico: Project manager
- Will De Zengotita: Associate producer

- Vartan: Art direction
- Susan McCardle: Cover photo

Recorded at the Capital Centre in Landover, MD on multi-track tape and newly mixed and mastered by Miller and his veteran audio engineer Kent Hertz.