Stanley Clarke – electric bass guitar, acoustic bass, piccolo bass guitar, acoustic piano, vocals, handbells, gong, chimes, humming, producer, composer
Raymond Gomez – electric guitar on "School Days", "The Dancer", "Hot Fun"
John McLaughlin - acoustic guitar on "Desert Song"
Icarus Johnson – electric and acoustic guitars on "Life Is Just a Game"
David Sancious – keyboards, mini-moog synthesizer, organ on tracks 1-3, electric guitar on track 5
George Duke – keyboards on "Life Is Just a Game"
Milt Holland – percussion, congas, triangle on "The Dancer" and "Desert Song"
Steve Gadd – drums on "Quiet Afternoon" and "Hot Fun"
Billy Cobham – drums, moog 1500 on "Life Is Just a Game"
Gerry Brown – drums, handbells on "School Days" and "The Dancer"
David Campbell, Dennis Karmazyn, Lya Stern, Thomas Buffum, Janice Adele Gower, Marcia Van Dyke, Karen Jones, Robert Dubow, Ronald Strauss, Rollice Dale, Gordon Marron, John Wittenberg, Marilyn Baker
Jack Nimitz, Buddy Childers, Lew McCreary, Dalton Smith, Robert Findley, Gary Grant, George Bohanon, William Peterson, Stuart Blumberg, Albert Aarons
Lynn Dreese Breslin – Art Direction
Bob Defrin – Art Direction
Ken Scott – Producer, Engineer, Remixing
Jerry Solomon – Assistant Engineer
Ed Thacker – Assistant Engineer
PRODUCED BY STANLEY CLARKE and KEN SCOTT