Written by: Marvin Gaye, Ed Townsend

Produced by: Marvin Gaye, Ed Townsend

Performed by: Emil Richards (vibraphone), Louie Shelton (guitar family), Ernie Watts (saxophone), René Hall, Victor Feldman (vibraphone), Paul Humphrey (drums (drum set)), Joe Sample (piano), Melvin “Wah Wah” Watson (guitar family), Wilton Felder (bass guitar), Bobbye Hall (bongos, congas), Plas Johnson (saxophone), Emil Richards (percussion), David T. Walker (guitar family), Donald Peake (guitar family), Eddie “Bongo” Brown (bongos, congas), Marvin Gaye (piano), Marvin Jenkins (piano)

Mixed by: Cal Harris