Givin' It Up

• George Benson – guitar, lead vocals (1, 3–6, 9–13), arrangements (4), backing vocals (7)
• Al Jarreau – lead vocals (1, 2, 3, 5, 8–13), vocal percussion (1, 2, 4, 10), backing vocals (2, 7), arrangements (8)
• Larry Williams – keyboards (1, 5), arrangements (1, 5, 10), acoustic piano (5, 10)
• Michael Broening – keyboards (2, 7, 13), programming (2, 7), arrangements (2, 7), organ (13)
• Herbie Hancock – acoustic piano (3)
• Patrice Rushen – keyboards (3, 10, 12), Fender Rhodes (4, 6, 8, 13), arrangements (4), acoustic piano (11)
• Rex Rideout – acoustic piano (6), arrangements (6)
• Barry Eastmond – keyboards (8), arrangements (8)
• Freddie Ravel – Fender Rhodes (9), clavinet (9), organ (9), synthesizers (9), Moog bass (9), drums (9), percussion programming (9), arrangements (9), BGV arrangements (9)
• Joe Turano – Wurlitzer electric piano (12), Hammond B3 organ (12), arrangements (12)
• Randy Waldman – acoustic piano (13), arrangements (13)
• Ray Fuller – guitar (1, 5)
• Dean Parks – guitar (1, 5, 10, 13), rhythm guitar (8)
• Freddie Fox – guitar (2, 7)
• Michael O'Neill – rhythm guitar (9)
• Michael Thompson – guitar (10)
• Abraham Laboriel – electric bass (1, 6, 13)
• Mel Brown – bass guitar (2, 7)
• Marcus Miller – bass guitar (3, 4, 5, 8, 10), arrangements (3)
• Stanley Clarke – bass guitar (11, 12)
• Vinnie Colaiuta – drums (1, 4, 5, 8, 10–13)
• Michael White – drums (2, 3, 7)
• Gregg Field – drums (6)
• Ricky Lawson – drums (6)
• Paulinho da Costa – percussion (1, 5, 8, 10, 13)
• Bashiri Johnson – percussion (8)
• Marion Meadows – saxophone (2, 7)
• Chris Botti – trumpet (8)
• John Burk – arrangements (4)
• Jill Scott – lead vocals (4)
• Patti Austin – lead and backing vocals (8), BGV arrangements (8)
• Maxi Anderson – backing vocals (8)
• Valerie Pinkston – backing vocals (8)
• Sharon Perry – backing vocals (8)
• Darlene Perry – backing vocals (8)
• Lorraine Perry – backing vocals (8)
• Sandra Simmons Williams – backing vocals (8)
• De'Ante Duckett – backing vocals (9, 13)
• Alethea Mills - backing vocals (9, 13)
• Chavonne Morris – backing vocals (9, 13)
• Fred Martin – BGV arrangements (9, 13)
• Paul McCartney – lead vocals (13)

• Producers – John Burk (All tracks); Michael Broening (Tracks 2 &7); Patti Austin (Track 8); Freddie Ravel (Track 9).
• Co-Producers – Marcus Miller (Track 3); Larry Williams (Track 10); Chris Dunn (Track 11).
• Additional Production on Track 8 – Barry Eastmond and Gregg Field
• Executive Producers – Glen Barros, Kevin Lee and Noel Lee.
• Recording Engineers – Michael Broening, Myron Chandler, Jeff Harris, Don Murray, Charlie Paakkari, Seth Presant and Bill Smith.
• Additional Engineering – Kevin Becka, Barry Eastmond, Eric Ferguson, Carlos Martinez, Dennis Moody and John Wroble.
• Assistant Engineers – Phillip Broussard, Keith Gretlein, Casey Lewis and Paul Smith.
• Recorded at Henson Recording Studios, NRG Studios and Capitol Studios (Hollywood, CA); G Studio Digital (Studio City, CA); LAFX Studios, The Pass, Willyworld and Ravelation Studios (Los Angeles, CA); White Lightning Studios (Sylmar, CA); Porcupine Studios (Chandler, AZ); The "B" Hive (Phoenix, AZ); East Bay Studios (Tarrytown, NY).
• Pro Tools and Editing – Seth Presant, Bill Smith and German Villacorta.
• Additional Pro Tools Engineer – Alex Pavlides
• Mixed by Al Schmitt at Capitol Studios, assisted by Steve Genewick.
• Mastered by Doug Sax and Sangwook Nam at The Mastering Lab (Ojai, CA).
• A&R – Chris Dunn
• A&R Administration – Mary Hogan
• Production Consultant – Gerald McCauley
• Art Direction – Abbey Anna and Andrew Pham
• Design – Andrew Pham
• Photography – Randee St. Nicholas

2006 - 49th Annual GRAMMY Awards^[2]