• Barry Manilow - lead vocals, backing vocals, rhythm arrangements, acoustic piano (1–6, 9, 10) •
Don Grolnick - acoustic piano (7) • Ellen Starr - acoustic piano (8) • Jon Stroll -
clavinet (1), electric piano (2–6, 8, 9, 10) • John Barranco - guitar (1, 6) • Dick Frank - guitar (1, 6, 8, 9, 10) •
Bob Mann - guitar (1, 6, 10) • Charlie Brown - guitar (2, 3, 10) •
Stuart Scharf - guitar (2, 4, 5, 8, 9, 10) • Sam T. Brown - guitar (7) •
Will Lee - bass guitar (1, 2, 3, 5, 6) • Russell George - bass guitar (4, 8, 9, 10) •
Bob Cranshaw - bass guitar (7) •
Chris Parker - drums (1, 6) • Jimmy Young - drums (2, 3, 5) • Bill Lavorgna - drums (7) •
Allan Schwartzberg - drums (8, 9, 10) • Lee Gurst - percussion (1, 6) • Norman Pride - congas (1, 2, 5–8, 10) • George Young - saxophone (2) •
Artie Kaplan - saxophone (6) • Stanley Schwartz: saxophone (6) • Jack Cortner - horn and string arrangements •
Ron Dante - backing vocals • Melvin Kent - backing vocals (1) • Ken Williams - backing vocals (1) • Charlotte Crossley - backing vocals (6) • Robin Grean - backing vocals (6) •
Sharon Redd - backing vocals (6)
Production • Producers: Barry Manilow and Ron Dante • Engineers: Bruce Tergesen,
Harry Maslin and Michael DeLugg • Recorded at
The Hit Factory and
Mediasound Recording Studios (New York City) • Design: The Music Agency • Front Cover Photo:
Joel Brodsky • Back Liner Photo: Linda Allen ==Certifications==