Carole King: Keyboards, Synthesizer, Rhythm Guitar, Piano, MIDI-Piano, Organ, Vocals
Robbie Kondor: Keyboards, Piano, Organ, Synthesizers, & Synthesizer Programming
Ted Andreadis: Piano
Rudy Guess: Electric, Lead & Rhythm Guitars, Mandolin
Eric Clapton: Guitar & Lead Guitars
Mark Bosch: Acoustic & Electric Guitars
Paul Hipp: Acoustic Guitar, Vocals
Seth Glassman: Bass
Wayne Pedzwater: Bass
Jimmy Bralower: Electric Drums, Percussion, Tympani, Tambourine, & Cowbell
Steve Ferrone: Drums
Omar Hakim: Drums
Max Weinberg: Drums
Sammy Figueroa: Percussion
Branford Marsalis: Soprano Sax
Michael Brecker: Tenor Sax
Jimmy Roberts: Tenor Sax
Nick Lane: Trombone
Richard Hardy: Flute
Jimmy "Z" Zavala: Harmonica
Sherry Goffin: Vocals, Backing Vocals
Heidi Berg: Backing Vocals
Angela Capelli: Backing Vocals
Kasey Cisyk: Backing Vocals

Carole King & Rudy Guess: Producers
Tom Whalley: Executive Producer
James Farber: Digital Recording and Mixing
Ue Nastasy: 2nd Engineer
Greg Calbi: Mastering
John Kubick: Digital Editing

Tommy Steele: Art Direction
Jeffery Fey: Design
Caroline Greyshock: Photography

Production Coordinator: Lorna Guess
Management: Susan Cameron
Cameron Enterprises
Marina del Rey, CA

Recorded and Mixed at: Skyline Studio, NYC

Mastered & Edited At: Sterling Sound, NYC

P 1989 Original Sound Recordings made by Capitol Records, Inc.

© 1989 Capitol Records, Inc.