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| B.B. King | Primary Artist, Primary Artist, Guitar, Vocals |
| Carole King | Piano, Electric Piano |
| Leon Russell | Piano, Conductor |
| Joe Walsh | Guitar, Rhythm Guitar |
| Clydie King | Vocals, Choir, Chorus |
| Merry Clayton | Vocals, Choir, Chorus |
| Venetta Fields | Vocals, Choir, Chorus |
| Bryan Garofalo | Bass |
| Paul Harris | Piano, Keyboards |
| Gerald Jemmott | Bass |
| Russ Kunkel | Drums |
| Herb Lovelle | Drums |
| Sherlie Mathews | Choir, Chorus |
| Hugh McCracken | Guitar, Rhythm Guitar |
| Sherlie Matthews | Vocals |
| Jimmie Haskell | Horn Arrangements, String Arrangements |
| B.B. King | Composer |
| Riley King | Composer |
| Bill Szymczyk | Producer, Engineer |
| Joe Zagarino | Engineer |
| Gary Kellgren | Engineer |
| John Tobler | Liner Notes |
| Lockart | Cover Design |
| Dave Clark | Composer |
| Bob McLeod | Mastering |
Editorial Reviews
All Music Guide - Ron Wynn
B.B. King hasn't made many better pop-flavored albums than this. Besides making Leon Russell's "Hummingbird" sound like his own composition, King showed that you can put the blues into any situation and make it work. Carole King was one of several pop luminaries who did more than just hang on for the ride.