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Bob Dylan: Vocals
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Charlie Sexton: Guitar
- Donnie Herron: Steel guitar
- Dean Parks: Guitar
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Tony Garnier: Bass
- George Receli: Drums
- Arthur Schwartz: Composer (1.1)
- Howard Dietz: Composer (1.1)
- Jimmy Van Heusen: Composer (1.2, 1.3, 1.8, 2.3, 2.7, 2.8, 2.10, 3.4)
- Sammy Cahn: Composer (1.2, 1.8)
- Carl Sigman: Composer (1.3)
- Charles Strouse: Composer (1.4)
- Lee Adams: Composer (1.4)
- Harold Arlen: Composer (1.5)
- Ted Koehler: Composer (1.5)
- Richard Rodgers: Composer (1.6)
- Oscar Hammerstein II: Composer (1.6, 3.10)
- Sammy Fain: Composer (1.7)
- Lew Brown: Composer (1.7)
- Guy Wood: Composer (1.9)
- Robert Mellin: Composer (1.9)
- Cliff Friend: Composer (1.10)
- Charles Tobias: Composer (1.10)
- Jimmy Shirl: Composer (2.1)
- Robert Marko: Composer (2.1)
- Henry Manners: Composer (2.1)
- Herman Hupfeld: Composer (2.2)
- Johnny Burke: Composer (2.3, 2.7, 2.8, 2.10)
- Irving Berlin: Composer (2.4)
- Gordon Jenkins: Composer (2.5)
- Johnny Mercer: Composer (2.5, 3.1, 3.5)
- Cy Coleman: Composer (2.6)
- Carolyn Leigh: Composer (2.6)
- Alec Wilder: Composer (2.9)
- Edwin Finckel: Composer (2.9)
- Rube Bloom: Composer (3.1)
- Harold Adamson: Composer (3.2)
- Jimmy McHugh: Composer (3.2)
- Les Brown: Composer (3.3)
- Ben Homer: Composer (3.3)
- Bud Green: Composer (3.3)
- Sammy Gallop: Composer (3.4)
- Philippe-Gérard: Composer (3.5)
- Angèle Vannier: Composer (3.5)
- Eric Maschwitz: Composer (3.6)
- Jack Strachey: Composer (3.6)
- John Frederick Coots: Composer (3.7)
- Hoagy Carmichael: Composer (3.8)
- Mitchell Parish: Composer (3.8)
- Jack Lawrence: Composer (3.9)
- Jerome Kern: Composer (3.10)
Haven GillespieComposer (3.7)
- Jack Frost: Producer
- Al Schmitt: Engineer, mixing
- Steve Genewick: Assistant engineer
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Greg Calbi: Mastering
- James Harper: Horn arrangements, horn conductor
- Geoff Gans: Design
- John Shearer: Photography