- Executive Producer - Clive Davis
- All songs produced by Michael Lloyd for Mike Curb Productions, EXCEPT "Keep Each Other Warm" (produced by Paul Staveley O'Duffy for Spitfire Productions, Ltd.), "The One That Got Away" (produced by Hammer and Slater), "Some Good Things Never Last" (produced by Ric Wake for Wake Productions), and "You Begin Again" & "A Little Travelling Music, Please" (produced by Barry Manilow and Eddie Arkin)
- Personal Management - Garry C. Kief (Stiletto)
- Take The Manilow Challenge! - Play this record alongside any current album by any contemporary pop artist of today and see if, song by song, this one doesn't become your favorite album in years!
- Executive in Charge of Aspirin - Eric Borenstein
- Assistant Cheese to the Big Cheese - Marc Hulett
- My personal thank you to the producers, arrangers, songwriters and engineers who worked so hard on this project.
Thanks also to Eric Borenstein and Roy Lott for keeping us all together. Merci Marquee. Special thanks to my personal manager, Garry Kief, for his devotion and his brilliance. Clive Davis is a wonder. Words cannot express my gratitude for his unwavering belief in me and for his contribution to my music career.
- Digitally Mastered by Mike Fuller at Fullersound (Miami, Florida)
- Art Direction - Susan Mendola
- Photography - Greg Gorman
- Stylist - Martine Leger
- Grooming - Eric Barnard
- Personal Management - Garry C. Kief (Stiletto)
- "Please Don't Be Scared", 1987 Dyad Music Ltd., Tyrell Music Company (BMI);
Produced and Arranged by Michael Lloyd for Mike Curb Productions;
Engineered and Mixed by Carmine Rubino, Dan Nebenzal and Michael Lloyd;
Assisted by John Valentino;
Mixed at Village Recorders (West Los Angeles);
Assisted by Charlie Brocco;
Recording Musical Instruments - Don Griffin/West L.A. Music;
Production Coordinator - Debbie Lytton;
Piano - Pat Coil;
Strings - Michael Lloyd;
Guitars - Dean Parks;
Bass - Dennis Belfield;
Percussion - Michael Fisher;
Drums - Paul Leim
- "Keep Each Other Warm", 1988 Red Admiral Music, Inc. (BMI), Virgin Music (ASCAP);
Produced and Engineered by Paul Staveley O'Duffy for Spitfire Productions, Ltd.;
Strings Arranged by Paul Stavely O'Duffy and Dave Bedford;
Recorded and Mixed at The Manor, Oxfordshire (England), Lillie Yard Studios (London), Angel Recording Studios (London), The Complex (West Los Angeles), Sarm West Recording Studios (London);
Programming by Martyn Phillips;
Guitar - Robert J. McIntosh;
Keyboards - Wix;
Percussion - Luis Jardime;
Background Vocals - Dee Lewis;
Choir Master - Paul Bateman;
Orchestra Booking by Isobel Griffiths;
Paul O'Duffy extends special thanks to Clive Davis
- "Once And For All", 1987 White Oak Songs (ASCAP);
Produced and Arranged by Michael Lloyd for Mike Curb Productions;
Engineered and Mixed by Carmine Rubino, Dan Nebenzal and Michael Lloyd;
Assisted by John Valentino;
Mixed at Village Recorders;
Assisted by Robert Hart;
Additional Orchestrations - John D'Andrea;
Recording Musical Instruments - Don Griffin/West L.A. Music;
Production Coordinator - Debbie Lytton;
Piano and Synthesizers - Michael Lloyd;
Guitars - Laruence Juber;
Bass - Dennis Belfield;
Percussion - Michael Fisher
- "The One That Got Away", 1988 Colgems-EMI Music, Inc. (ASCAP);
Produced and Arranged by Hammer and Slater;
Engineered by Dennis MacKay;
Assistant Engineer - Squeak Stone;
2nd Assistant Engineer - Sam Gladstein;
Mixed by Mick Guzauski;
Assistant Mix Engineer - Richard McKernan;
Recorded at Image Recording (Hollywood);
Mixed at Conway (Hollywood);
Keyboards - Jeff Slater;
Drum and Synthesizer Programming - Hammer and Slater;
Fairlight - Todd Herreman;
F-16 Programming - Ben Forat;
Bass - Jeff Slater;
Drums - Vinnie Colaiuta;
Saxophone - Dana Robbins;
Background Vocals - Hammer and Slater;
Hammer and Slater thank Gerd Muller, Ross Schwartz, Doug Mark, Clive Davis, John Van Ness, Harry Maslin, Eddie Arkin, Eric Borenstein, Garry Kief, Marc Hulett and all at Stiletto.
- "When The Good Times Come Again", 1980 Irving Music, Inc. (BMI), Buchanan Kerr Music, Inc. (BMI), Blue Sky Writer Songs (BMI);
Produced and Arranged by Michael Lloyd for Mike Curb Productions;
Engineered and Mixed by Carmine Rubino, Dan Nebenzal and Michael Lloyd;
Assisted by John Valentino;
Mixed at Village Recorders;
Assisted by Robert Hart;
Recording Musical Instruments - Don Griffin/West L.A. Music;
Production Coordinator - Debbie Lytton;
Piano - Barry Manilow and Michael Lloyd;
Synthesizers - Michael Lloyd and Claude Gaudette;
Guitars - Steve Dudas;
Percussion - Michael Fisher;
Drums - Ron Krasinski
- "Some Good Things Never Last", 1988 SBK April Music, Inc. (ASCAP);
Produced by Ric Wake for Wake Productions;
Arranged by Rich Tancredi and Ric Wake;
Recording and Mix Engineer - Bob Cadway;
Assistant Engineers - Thomas R. Yezzi & Rob Caprio;
Recorded and Mixed at Cove City Sound (Long Island, New York), Marathon Recording (New York), Shakedown Sound (New York), Ground Control (Los Angeles);
Production Coordinator - David Barratt;
Keyboards - Rich Tancredi;
Drums - Joe Franco;
Saxophone - Dana Robbins;
Ric Wake thanks Clive Davis and all the Arista family ("Glad to be part of a winning team"), Eric Borenstein, Marc Hulett and all at Stiletto ("Cheers...Stay sharp"), but most of all to Barry ("Thank you for your openness, your honesty and your friendship. God bless you and keep you safe").
- "In Another World", 1987 Buchanan Kerr Music, Inc. (BMI), Mouse Bites Back Music Ltd. (PRS), administered by WB Music Corp. (ASCAP);
Produced and Arranged by Michael Lloyd for Mike Curb Productions;
Engineerred and Mixed by Carmine Rubino, Dan Nebenzal and Michael Lloyd;
Assisted by John Valentino;
Mixed at Can-Am Recorders (Tarzana, CA);
Assisted by Jeffrey Poe;
Additional Orchestrations - John D'Andrea;
Recording Musical Instruments - Don Griffin/West L.A. Music;
Production Coordinator - Debbie Lytton;
Piano - Michael Lloyd;
Synthesizers - Michael Lloyd and Claude Gaudette;
Guitars - Dean Parks;
Bass - Dennis Belfield;
Percussion - Michael Fisher;
Drums - Paul Leim;
Sax - Gary Herbig
- "You Begin Again", 1988 Townsway Music (BMI), Angela Music (BMI);
Produced by Barry Manilow and Eddie Arkin;
Arranged by Eddie Arkin;
Engineered and Mixed by Michael Delugg at Westlake Audio (Los Angeles);
Keyboard and Synthesizer Programming - Eddie Arkin;
Guitar - Dann Huff
- "My Moonlight Memories Of You", 1988 SBK Blackwood Music, Inc. (BMI), Irwin Levine Music (BMI), Featherbed Music (BMI);
Produced and Arranged by Michael Lloyd for Mike Curb Productions;
Engineered and Mixed by Carmine Rubino, Dan Nebenzal and Michael Lloyd;
Assisted by John Valentino;
Mixed at Village Recorders;
Assisted by Charlie Brocco;
Additional Orchestrations - Laurence Juber and John D'Andrea;
Recording Musical Instruments - Don Griffin/West L.A. Music;
Production Coordinator - Debbie Lytton;
Piano - Reg Powell;
Synthesizers - Michael Lloyd and Laurence Juber;
Guitars and Ukelele - Laurence Juber;
Bass - Dennis Belfield;
Percussion - Michael Fisher;
Drums - Paul Leim
- "Anyone Can Do The Heartbreak", 1986 Snow Music (BMI), Tasteful Music (BMI);
Produced and Arranged by Michael Lloyd for Mike Curb Productions;
Engineered and Mixed by Carmine Rubino, Dan Nebenzal and Michael Lloyd;
Assisted by John Valentino;
Mixed at Can-Am Recorders (Tarzana, CA);
Assited by Jeffrey Poe;
Recording Musical Instruments - Don Griffin/West L.A. Music;
Production Coordinator - Debbie Lytton;
Piano - Jim Cox;
Synthesizers - Michael Lloyd and Claude Gaudette;
Guitars - Dean Parks;
Bass - Dennis Belfield;
Percussion - Michael Fisher;
Drums - Paul Leim;
Background Vocals - Jim Haas, Joe Chemay and Joe Pizzula;
Michael Lloyd thanks Clive Davis, Garry Kief, Eric Borenstein, Marc Hulett, Jimmy Ienner, Patty (the Beach Girl), our friends and families for all their support, and the Lord who helps us all.
- "A Little Travelling Music, Please", 1988 Townsway Music (BMI), Appoggiatura Music (BMI), Camp Songs Music (BMI);
Produced and Arranged by Barry Manilow and Eddie Arkin;
Dvorak's Symphony #9 Introduction Arranged by Eddie Arkin;
Engineered and Mixed by Steve Krause at The Complex (Los Angeles), Somis Recording (Somis, CA);
Keyboards and Synthesizer Programming - Eddie Arkin;
Piano - Kevin Bassinson;
Guitar - Russ Freeman;
Drums - Vinnie Colaiuta;
Eddie Arkin thanks all the Musicians, Engineers and Songwriters for adding their personal styles with an elegance that always goes far beyond the written notes. To Pat for her love and most of all to Barry Manilow for all the creativity and enthusiasm he brings to everything we do together.
- The Barry Manilow International Fan Club (B.M.I.F.C.) (Los Angeles, California) listed
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