Written by: Ed Townsend, Marvin Gaye

Produced by: Marvin Gaye, Ed Townsend

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

Mixed by: Cal Harris