| # | Name | Instrument |
|---|---|---|
| 1 | Bernie Worrell | Keyboards, Vocals |
| 2 | Bootsy Collins | Bass |
| 3 | Frankie "Kash" Waddy | Drums |
| 4 | Gary "Mudbone" Cooper | Vocals |
| 5 | Rick Gardner | Trumpet |
| 6 | Garry Shider | Guitar, Vocals |
| 7 | Lawrence Cornett | Guitar |
| 8 | April Wood | Vocals |
| 9 | Inaya Day | Vocals |
| 10 | Henry Benefield | Vocals |
| 11 | Robert Harding | - |
| 12 | Greg Fitz | Keyboards |
| 13 | Don Bynum | Saxophone |