• Barry Manilow – vocals, arrangements (1, 6, 8, 9, 11, 12), keyboards (12), synthesizers (12) •
Michael Omartian – acoustic piano, electric piano, synth bass, arrangements (1, 3–5, 7, 9, 10), keyboards (12), synthesizers (12) • Tim Akers – synthesizers, keyboards (12) • Blair Masters – synthesizers • Jerry McPherson – electric guitars •
Biff Watson – acoustic guitars •
Dann Huff – electric guitars (4, 5, 8, 10) •
Mike Brignardello – guitars (9), bass (9) • Tom Hemby – guitars (9), bass (9) •
Jimmie Lee Sloas – bass • John Hammond – drums •
Paul Leim – drums •
Eric Darken – percussion (4, 6–8, 10) •
Love Unlimited Orchestra – orchestra (2) •
Bonnie Keen – backing vocals (3, 5) •
Marty McCall – backing vocals (3–5, 8) • Michael Mellett – backing vocals (3, 5, 8) •
Chris Rodriguez – backing vocals (3, 5, 8)
Production • Michael Omartian – producer • Terry Christian – engineer, mixing • Scott Ahaus – assistant engineer • David Benson – assistant engineer • Mark Capps – assistant engineer • John Dickson – assistant engineer • Greg Parker – assistant engineer • John Thomas II – assistant engineer, mix assistant • Denny Purcell – mastering at Georgetown Masters (Nashville, Tennessee) • Suzy Martinez – production coordinator • Mark Hulett – production coordinator, personal assistant • Sheri G. Lee – art direction • Firooz Zamedi – cover photography • Albert Sanchez – interior photography • Phillip Bloch – stylist • Eric Barnard – grooming • Stiletto Entertainment – management ==Charts==