01. What's Going On
02. What's Happening Brother
03. Flyin' High (In the Friendly Sky)
04. Save the Children
05. God Is Love
06. Mercy Mercy Me (The Ecology)
07. Right On
08. Wholy Holy
09. Inner City Blues (Make Me Wanna Holler)
Marvin Gaye – lead vocals, background vocals
Marvin Gaye (The Funk Brothers) – piano, Mellotron ("Mercy Mercy Me"), box drum ("What's Going On")
Eli Fountain (The Funk Brothers) – alto saxophone "What's Going On"
Wild Bill Moore (The Funk Brothers) – tenor saxophone "Mercy Mercy Me"
Johnny Griffith (The Funk Brothers) – celeste, additional keyboards
Earl Van Dyke (The Funk Brothers) – additional keyboards
Jack Brokensha (The Funk Brothers) – vibraphone, percussion
Joe Messina, Robert White (The Funk Brothers) – electric guitars
James Jamerson (The Funk Brothers) – bass guitar "What's Going On", "What's Happening Brother", "Flyin' High", "Save the Children", "God Is Love", and the b-side "Sad Tomorrows"
Bob Babbitt (The Funk Brothers) – bass guitar "Mercy Mercy Me", "Right On", "Wholy Holy" and "Inner City Blues"
Chet Forest (The Funk Brothers) – drums
Jack Ashford (The Funk Brothers) – tambourine, percussion
Eddie "Bongo" Brown (The Funk Brothers) – bongos, congas
Earl DeRouen (The Funk Brothers) – bongos and congas "Right On"
Bobbye Hall (The Funk Brothers) – bongos "Inner City Blues"
The Funk Brothers – Instrumentation, spoken interlude ("What's Going On") and solo horns
David Van De Pitte – conductor, arranger (Detroit Symphony Orchestra)
The Andantes (Jackie Hicks, Marlene Barrow, and Louvain Demps) – background vocals
Detroit Lions (Mel Farr, Charlie Sanders and Lem Barney) – background vocals
Dave Bing of the Detroit Pistons – background vocals
Bobby Rogers of The Miracles – background vocals
Elgie Stover – background vocals
Kenneth Stover – background vocals
Gordon Staples, Zinovi Bistritzky, Beatriz Budinzky, Richard Margitza, Virginia Halfmann, Felix Resnick, Alvin Score, Lillian Downs, James Waring – violins
Edouard Kesner, Meyer Shapiro, David Ireland, Nathan Gordon – violas
Italo Babini, Thaddeus Markiewicz, Edward Korkigan – cellos
Max Janowsky – double bass
Carole Crosby – harp
Dayna Hardwick, William Perich – flutes
Larry Nozero, Angelo Carlisi, George Benson, Tate Houston – saxophones
John Trudell, Maurice Davis – trumpets
Nilesh Pawar – oboe
Carl Raetz – trombone
Katherine Marking – graphic design
Alana Coghlan – graphic design
James Hendin – photography
Curtis McNair – art direction
John Matousek – mastering
Vic Anesini – digital remastering
Marvin Gaye – production