Will Downing – Moods

Keyboards – Rex Rideout
Percussion – Bashiri Johnson
Producer, Vocals – Will Downing
Written-By – Rex Rideout
Written-By – Will Downing

Backing Vocals – Cindy Mizelle
Bass – Ronnie Garrett
Drums – Omar Hakim
Guitar – Ira Siegel
Producer, Backing Vocals – Will Downing
Producer, Keyboards, Piano – Rex Rideout
Saxophone [Solo] – Roger Byam
Written-By – Rex Rideout
Written-By – Will Downing
Written-By – Armsted Christian

Bass, Backing Vocals – Ronnie Garrett
Drums – Omar Hakim
Featuring, Guitar [Solo] – Jonathan Butler
Guitar – Jeff Mironov
Horns – Roger Byam
Horns – Curtis Fowlkes
Horns – Russ Johnson
Percussion – Bashiri Johnson
Producer, Backing Vocals – Will Downing
Producer, Keyboards – Rex Rideout
Written-By – Vastine Pettis
Written-By – Rex Rideout
Written-By – Ronnie Garrett
Written-By – Will Downing

Backing Vocals – Antoinette Roberson
Bass – Anthony Jackson
Drums – Buddy Williams
Guitar – Clarence Brice
Producer, Backing Vocals – Will Downing
Producer, Keyboards – Rex Rideout
Written-By – Rex Rideout
Written-By – Will Downing
Written-By – Armsted Christian

Bass [Fretless] – Jimmy Johnson (5)
Drums – Harvey Mason
Guitar – Michael Thompson
Percussion – Luis Conte
Producer, Keyboards, Arranged By – Ronnie Foster
Vocals – Marva King
Vocals – Will Downing
Written-By – Allen Shamblin
Written-By – Mike Reid

Guitar – Greg Skaff
Producer, Backing Vocals – Will Downing
Producer, Keyboards, Drum Programming – Rex Rideout
Written-By – Rex Rideout
Written-By – Will Downing

Bass – Larry Kimpel
Drums – Harvey Mason
Guitar [Solo] – Perry Hughes
Percussion – Luis Conte
Producer, Keyboards, Arranged By – Ronnie Foster
Rhythm Guitar – Ray Fuller
Vocals, Backing Vocals – Will Downing
Written-By – Ned Washington
Written-By – Victor Young

Backing Vocals – Audrey Wheeler
Bass, Backing Vocals – Ronnie Garrett
Drums – Buddy Williams
Percussion – Bashiri Johnson
Piano [Solo], Keyboards – Vance Taylor
Producer, Arranged By, Backing Vocals – Will Downing
Producer, Arranged By, Synth – Rex Rideout
Written-By – Marvin Yancy
Written-By – Chuck Jackson (2)

Bass – Kenny Davis
Drums – Marvin "Smitty" Smith
Producer – Will Downing
Producer, Arranged By, Piano – Onaje Allan Gumbs
Saxophone [Solo] – Art Porter
Strings – Anita Hill (3)
Strings – Carlos Baptiste
Strings – John Blake
Strings – David Blinn
Written-By – Bryan Loren

Backing Vocals – Dwight Thompson
Bass – Ronnie Garrett
Guitar – Michael Thompson
Producer, Backing Vocals – Will Downing
Producer, Programmed By, Keyboards – Rex Rideout
Written-By – Rex Rideout
Written-By – Will Downing

Backing Vocals – Ronnie Garrett
Backing Vocals – Vance Taylor
Backing Vocals – B.J. Nelson
Backing Vocals – Craig Derry
Guitar – Jef Lee Johnson
Producer, Backing Vocals – Will Downing
Producer, Keyboards, Drum Programming – Rex Rideout
Written-By – Regis Branson
Written-By – Reggie Griffin

Backing Vocals – Ronnie Garrett
Keyboards [Rhodes], Backing Vocals – Vance Taylor
Producer, Backing Vocals – Will Downing
Producer, Synth, Arranged By – Rex Rideout
Written-By – Lionel Bart

Featuring, Saxophone, Flute – Gerald Albright
Percussion – Bashiri Johnson
Producer, Keyboards – Rex Rideout
Producer, Vocals [All] – Will Downing
Written-By – Rex Rideout
Written-By – Will Downing