Foley – 7 Years Ago ... Directions In Smart-Alec Music

Voice – George Clinton
Written-By – George Clinton
Written-By – Foley

Bass [Solo] – Byron Miller
Featuring – Belita Woods
Guitar [Wah-wah] – Andre Foxxe
Keyboards [Solo] – Larry Dunn
Lead Vocals, Backing Vocals – Belita Woods
Performer [Additional Hoot Nanny] – Foley

Brass – Greg Boyer
Brass – Bennie Cowan
Brass – Greg Thomas (2)
Rap – George Clinton
Rap – Speech
Rap – Foley
Rap [Additional Rap] – May May
Voice – Aerle Taree
Written-By [Raps Written By] – George Clinton
Written-By [Raps Written By] – Speech
Written-By [Raps Written By] – Foley

Alto Saxophone – Kenny Garrett
Backing Vocals – The Steeles
Backing Vocals – Foley
Backing Vocals – Garry Shider
Backing Vocals – Lige Curry
Backing Vocals – Stokley Williams
Featuring – Belita Woods
Lead Vocals – Belita Woods

Rap – Joe "Foley" McCreary
Written-By [Rap Written By] – May May
Written-By [Rap Written By] – Foley

Backing Vocals – The Steeles
Rap, Written-By [Rap Written By] – Speech
Synthesizer [Moog Solo & Duet] – Larry Dunn
Voice – Aerle Taree

Arranged By [Strings] – Larry Dunn
Bass [Lead] – Foley
Conductor – Eduardo Del Barrio
Engineer – Andrew Berliner
Piano – Deron Johnson

Alto Saxophone – Kenny Garrett
Backing Vocals – Lynn Davis
Backing Vocals – Belita Woods
Backing Vocals – The Steeles
Backing Vocals – Garry Shider
Backing Vocals – Lynn Mabry
Bass [Lead Solo] – Foley

Alto Saxophone – Kenny Garrett
Backing Vocals – Lynn Davis
Backing Vocals – Belita Woods
Backing Vocals – The Steeles
Backing Vocals – Garry Shider
Backing Vocals – Lige Curry
Backing Vocals – Lynn Mabry
Featuring – Belita Woods
Lead Vocals – Belita Woods
Performer [Hoot Nanny] – May May
Performer [Hoot Nanny] – Foley

Piano – Deron Johnson
Tenor Saxophone – Gary Thomas

Bass, Electric Piano [Fender Rhodes], Vocals – Foley
Drums – Michael Bland
Guitar [1st Solo] – Blackbyrd McKnight
Guitar [2nd Solo] – Michael Hampton
Guitar [3rd Solo] – Keith Staten (3)
Written-By – Jimmy Page
Written-By – Robert Plant
Written-By – John Baldwin

Alto Saxophone – Kenny Garrett
Bass [Lead Bass Solo] – Foley
Drums – Blaine Emerson
Keyboards [1st Keyboard Solo] – Deron Johnson
Keyboards [2nd Keyboard Solo] – Larry Dunn
Keyboards, Piano – Jim Maneri

Bass [Lead & Electric Bass] – Foley
Drums – Blaine Emerson
Keyboards, Piano [Acoustic Piano] – Jim Maneri

Alto Saxophone – Kenny Garrett
Backing Vocals – Lynn Davis
Backing Vocals – Selandra Wright
Voice – Sister Souljah

Voice – George Clinton

Drums, Bass, Keyboards, Piano, Bass [Lead Bass] – Foley