- Still Falling for You
- Hard Times
- A Clue
- Whatcha Gonna Tell Your Man (Scaggs, Jai Winding) – 3:50
- We're Waiting (Michael Omartian, Scaggs)
- Hollywood" (Omartian, Scaggs)
- Then She Walked Away (Omartian, Scaggs)
- Gimme the Goods (Omartian, Scaggs)
- 1993 (Omartian, Scaggs)
- Tomorrow Never Came/Tomorrow Never Came (Reprise)
- Boz Scaggs - guitar, vocals, - background vocals
- Victor Feldman - keyboards, claves, Vibraphone
- Steve Lukather - guitar
- Jay Graydon - bass, guitar
- Bobbye Hall - percussion, bongos, conga
- David Hungate - bass
- Michael Omartian - accordion, keyboards, marimba, horn arrangements, string arrangements
- Ray Parker, Jr. - guitar
- Jeff Porcaro - drums, timbales
- Jai Winding - piano, keyboards
- Scott Edwards - bass
- Terry Evans - background vocals
- Stan Farber - background vocals
- Phyllis Saint James - background vocals
- Julia Tillman Waters - background vocals
- Zedric Turnbough - background vocals
- Bobby King - background vocals
- Eldridge King - background vocals
- John Lehman - background vocals
- Myrna Matthews - background vocals
- Venetta Fields - background vocals
- Jim Haas - background vocals
- Roy Galloway - background vocals
- Jim Gilstrap - background vocals
- Carolyn Willis - background vocals
- Dana Hughes - horn
- Chuck Findley - flugelhorn, horn
- Barbara Korn - horn
- David Duke - horn
- Steve Madaio - horn
- Don Menza - horn
- Fred Selden - horn
- Ernie Watts - horn, saxophone