- John Scofield – guitar (1-10, 12, 13), arrangements (1-10, 12, 13), horn arrangements (2, 7, 8, 10) "nervous" guitar (6), finger snaps (7), Leslie guitar (11)
- Larry Goldings – Hammond B3 organ (1, 3, 5, 6, 8, 9, 12), arrangements (1), Wurlitzer electric piano (2, 6), vibraphone (2)
- Dr. John – acoustic piano (8), vocals (8)
- John Mayer – acoustic guitar (4), electric guitar (4), vocals (4)
- Warren Haynes – slide guitar (11)
- Willie Weeks – bass (2-4, 6-12)
- Steve Jordan – drums (1, 3, 4, 6, 7, 9-12), arrangements (1, 2, 11), cocktail drums (2, 8), water cooler (2), backing vocals (2, 11), finger snaps (7), tambourine (8), handclaps (11), BGV arrangements
- Manolo Badrena – percussion (2), timbales (2), Spanish speech (2), tambourine (8)
- Howard Johnson – baritone saxophone (2, 7, 8, 10, 11), "hey's and ho's" (2)
- Alex Foster – tenor saxophone (2, 7, 8, 10), "hey's and ho's" (2)
- David Newman – tenor saxophone (2, 7, 8, 10), "hey's and ho's" (2)
- Keith O'Quinn – trombone (2, 7, 8, 10), "hey's and ho's" (2)
- Earl Gardner – trumpet (2, 7, 8, 10), "hey's and ho's" (2)
- Lisa Fischer – backing vocals (2, 6, 11), handclaps (11)
- Vaneese Thomas – backing vocals (2, 6, 11), handclaps (11)
- Meegan Voss – backing vocals (2)
- Mavis Staples – vocals (6)
- Aaron Neville – vocals (12)
Vocal Ensemble on "What'd I Say"
- Dr. John, Warren Haynes, John Mayer, Aaron Neville and Mavis Staples
- Ronald Goldstein – executive producer
- Steve Jordan – producer
- John Scofield – co-producer
- Susan Scofield – co-producer
- Joe Ferla – recording, mixing
- Peter Doris – assistant engineer
- Chad Lupo – assistant engineer
- Bryan Pugh – assistant engineer
- Pat Thrall – Pro Tools editing
- Greg Calbi – mastering at Sterling Sound (New York, NY)
- Evelyn Morgan – A&R administration
- Dalia Ambach Caplin – A&R coordinator
- Joe McEwen – A&R coordinator
- Artie Smith – instrumental coordinator
- John Newcott – release coordinator
- Kelly Pratt – release coordinator
- Hollis King – art direction
- Kazumi Matsumoto – design
- Alan Nahigian – photography