• Barry Manilow – vocals, vocal arrangements (3), arrangements (4–8), acoustic piano (7, 10), acoustic piano solo (8) • Eddie Arkin – all keyboards (1–3), arrangements (1–4, 7, 9), horn arrangements (1–3), keyboards (4, 7), additional backing vocals (5) •
Kid Creole and the Coconuts – instruments and vocals (5) •
Artie Butler – acoustic piano (6), arrangements (6) •
Gregg Karukas – synthesizer programming (6) • Ron Padley – acoustic piano (8, 10) •
Randy Kerber – acoustic piano (9) •
Dann Huff – guitars (1, 4) •
Paul Jackson Jr. – guitars (2, 7) • John Pondel – guitars (8, 10) • Dave Stone – bass (6) • Marc Levine – bass (8, 10) •
Vinnie Colaiuta – drums (3) • Alan Estes – percussion (2, 4, 7, 9) • Bud Harner – additional percussion (2), drums (8, 10) •
Tom Scott – soprano saxophone (4), tenor saxophone (7),
flute (9) •
Stan Getz – tenor saxophone (6) •
Gerry Mulligan – baritone saxophone (10) • Charles Loper – horns (1–3) •
Bill Reichenbach Jr. – horns (1–3) •
Gary Grant – horns (1–3) • Larry Hall – horns (1–3) •
Jerry Hey – horns (1–3), muted trumpet solo (1), horn arrangements (1–3, 5),
flugelhorn (7) •
Charlotte Crossley – vocals (2) •
Lorraine Feather – vocals (2) •
Augie Johnson – vocals (2) •
Phyllis Hyman – vocals (4) •
Lawrence Dermer – additional backing vocals (5), arrangements (5) • Joe Galdo – additional backing vocals (5), arrangements (5) •
Diane Schuur – vocals (6) • Gary Falcone – backing vocals (7) • Jon Joyce – backing vocals (7) •
Joe Pizzulo – backing vocals (7) == Production ==