Personnel

• Randy Newman
  Randy Newman
  Randall Stuart "Randy" Newman is an American singer-songwriter, arranger, composer, and pianist who is known for his mordant pop songs and for film scores....
  
   - arranger, composer, piano, vocals
• Ry Cooder
  Ry Cooder
  Ryland Peter "Ry" Cooder is an American guitarist, singer and composer. He is known for his slide guitar work, his interest in roots music from the United States, and, more recently, his collaborations with traditional musicians from many countries.His solo work has been eclectic, encompassing...
  
   - guitars on "Last Night I Had a Dream" & "You Can Leave Your Hat On"
• Russ Titelman
  Russ Titelman
  Russ Titelman is an American record producer and songwriter. He has to date won three Grammy Awards. He earned his first producing the Steve Winwood song "Higher Love", and his second and third for Eric Clapton's Journeyman and Unplugged albums...
  
   - guitars
• Jim Keltner
  Jim Keltner
  James Lee "Jim" Keltner is an American drummer known primarily for his session work. He has contributed to the work of many well-known artists...
  
   - drums
• Gene Parsons
  Gene Parsons
  Gene Victor Parsons is an American drummer, banjo player, guitarist, singer-songwriter, and innovative engineer, best known for his work with The Byrds from 1968 to 1972. Parsons has also released solo albums and played in bands including Nashville West, The Flying Burrito Brothers, and Parsons Green...
  
   - drums
• Earl Palmer
  Earl Palmer
  Earl Cyril Palmer was an American rock & roll and rhythm and blues drummer, and member of the Rock and Roll Hall of Fame....
  
   - drums
• Chris Ethridge
  Chris Ethridge
  Chris Ethridge is an American country rock bass guitarist. He was a member of the International Submarine Band and The Flying Burrito Brothers, and co-wrote several songs with Gram Parsons.-Career:...
  
   - bass
• Wilton Felder
  Wilton Felder
  Wilton Lewis Felder is both a saxophone and bass player, and is best known as a founding member of The Crusaders, initially called the Jazz Crusaders. Felder, Wayne Henderson, Joe Sample, and Stix Hooper founded the group while in high school in Houston...
  
   - bass
• Jimmy Bond - bass
• Milt Holland
  Milt Holland
  Milt Holland was an American drummer, percussionist, ethnic musicologist, and writer in the Los Angeles music scene who pioneered the use of African, South American, and Indian percussion styles in jazz, pop and film music, traveling extensively on those continents to collect instruments and to...
  
  - percussion
• Abe Most - alto saxophone on "Lonely at the Top"
• String Section - Warner's Burbank recording facility: Amigo Studios.