Brian Culbertson – XII

Backing Vocals – Kevin "Uno" Blackmon
Congas, Congas [Jr. Congas] – Lenny Castro
Electric Piano [Wurlitzer], Clavinet, Cowbell – Brian Culbertson
Featuring, Vocals, Guitar [Wah], Soloist [Guitar Solo] – Chuck Brown
Guest, Hihat, Guitar – Sinbad (3)
Guitar – Ray Parker Jr.
Vocals [Party] – Brian Culbertson
Vocals [Party] – Faith Evans
Vocals [Party] – Chucky Thompson
Vocals [Party] – Chuck Brown
Vocals [Party] – Kye Russaw
Vocals [Party] – Brad Todd
Written-By – Brian Culbertson
Written-By – Chucky Thompson
Written-By – Kevin "Uno" Blackmon
Written-By – Chuck Brown

Arranged By [Strings], Drum Programming [Additional] – Rex Rideout
Featuring, Vocals – Kenny Lattimore
Written-By – Brian Culbertson
Written-By – Rex Rideout
Written-By – Kenny Lattimore

Bass – Nathan Watts
Drums – Oscar Seaton
Written-By – Brian Culbertson
Written-By – Sheldon Reynolds

Backing Vocals [Additional] – Marc Nelson
Featuring, Lead Vocals, Backing Vocals – Brian McKnight
Written-By – Brian Culbertson
Written-By – Brian McKnight

Acoustic Guitar – Bruce Watson (9)
Vocals – Sheldon Reynolds
Vocals – Marilyn Reynolds (2)
Written-By – Brian Culbertson
Written-By – Stephen Lu

Euphonium – Brian Culbertson
Guitar – Ray Parker Jr.
Guitar – Randy Jacobs
Hihat – Oscar Seaton
Written-By – Brian Culbertson
Written-By – Stephen Lu

Electric Piano [Rhodes] – Rex Rideout
Featuring, Vocals – Avant (2)
Written-By – Brian Culbertson
Written-By – Avant (2)
Written-By – Rex Rideout

Acoustic Guitar – Ray Parker Jr.
Guitar [Solo] – Michael Thompson
Written-By – Brian Culbertson
Written-By – Sheldon Reynolds

Arranged By [Horns] – Nick Lane
Baritone Saxophone – Eric Marienthal
Featuring, Vocals – Faith Evans
Keyboards, Synth [Bass], Drum Programming – Rex Rideout
Written-By – Brian Culbertson
Written-By – Rex Rideout
Written-By – Natalie Stewart

Cowbell – Brian Culbertson
Electric Guitar – Ray Parker Jr.
Featuring, Acoustic Guitar – Earl Klugh
Written-By – Brian Culbertson
Written-By – Ray Parker Jr.
Written-By – Earl Klugh

Euphonium – Scott Steiner
Euphonium – Brian Culbertson
Featuring, Acoustic Guitar, Electric Guitar, Vocals – Ray Parker Jr.
Guitar – Jorge Evans
Written-By – Brian Culbertson
Written-By – Ray Parker Jr.

Acoustic Guitar, Vocals, Bass – Brian Culbertson
Electric Guitar – Jorge Evans
Vocals [Spoken Word] – Natalie Stewart
Words By – Natalie Stewart
Written-By – Brian Culbertson