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acoustic guitar Ben Kenney
bass Leonard Hubbard
drums Ahmir '?uestlove' Thompson
flute Damon Bennett
keyboards Kamal Gray
keyboards Omar Edwards
percussion Aaron Draper
percussion Frank "Knuckles" Walker
percussion [vocal], backing vocals Scratch
producer Ahmir '?uestlove' Thompson
producer The Roots
strings Alexandra Leem
strings Fiona Murray
strings Ghislaine Fleischmann
strings Larry Gold
vocals Jaguar Wright
Recorded November 18, 2001 at MTV Studios, Times Square, NYC.