- Produced by Barry Manilow and Ron Dante
- Rhythm Arrangements by Barry Manilow
- Background Voices: Ron Dante, Barry Manilow
- Engineers: Bruce Tergesen, Harry Maslin, Michael Delugg
- Recorded at The Hit Factory (New York City) and Media Sound Studios (New York City)
- Dedicated to Miles Lourie
- Special Thanks to Clive Davis, Irv Biegel, Larry Uttal, Bruce Sussman, Richard DiOrio, Wuzzy, Russ Petranto, Bruce Villanch, Linda, Billie Green, Mary and Bagel
- Front Cover Photography: Joel Brodsky
- Back Liner Photograph: Linda Allen
- Album Design: The Music Agency
- Re-issued (Expanded Edition) CD (Arista/GRP 82876 812372, 5/9/2006) includes bonus tracks "Good News [3:09]" and "Halfway Over The Hill [3:22]"
- Remastered (Manilow Master) CD (1996) includes bonus track "Halfway Over The Hill [3:22]"
- 20 BIT DIGITAL MASTERING FROM THE ORIGINAL MASTER TAPES: 1996
Remastered by Wally Traugott at Tower Mastering/Capitol Studios, Hollywood, CA (Arista 07822-18944-2)
My second album, BARRY MANILOW II, was a landmark album for me and is personally memorable for a few reasons. When "Mandy", the first single, hit the charts at number one, it marked the beginning of a string of hits that I would never have even dreamed of. When Clive Davis, Arista's brilliant President, showed me "Mandy" and encouraged me to explore its possibilities, it began a collaboration that continues happily to this day. "Mandy" becomes more emotional for me as each year passes. "Home Again" still remains one of my favorite songs. And "Avenue C" swings as much today as it did when we were recording it. Ron Dante, the album's Co-Producer, and I wanted to create an album that would be popular at the time, but would also endure. As I listen to the album, I'm proud to say I believe we achieved that goal. Barry Manilow (1996)
- "I Want To Be Somebody's Baby", 1974 Kamikazi Music Corp. BMI;
Horns and strings arranged by Jack Cortner;
Piano - Barry Manilow;
Clavinett - Jon Stroll;
Guitar - Dickie Frank, John Barranco, Bob Mann;
Bass - Will Lee;
Drums - Christopher Park;
Congas - Norman Pride;
Percussion - Lee Gurst;
Background Voices - Ken Williams, James R. Bailey, Melvin Kent
- "Early Morning Strangers", 1974 Kamikazi Music Corp./J.C. Music Co. ASCAP;
Strings and horns arranged by Joe Renzetti;
Piano - Barry Manilow;
Electric Piano - Jon Stroll;
Guitar - Charlie Brown, Stuart Scharf;
Bass - Will Lee;
Drums - Jimmy Young;
Congas - Norman Pride;
Sax Solo - George Young
- "Mandy", 1971 Screen Gems-Columbia Music/Wren Music Co., Inc. BMI;
Strings arranged by Joe Renzetti;
Guide - Clive Davis;
Piano - Barry Manilow;
Electric Piano - Jon Stroll;
Guitar - Charlie Brown;
Bass - Will Lee;
Drums - Jimmy Young
- "The Two Of Us", 1974 Kamikazi Music Corp. BMI;
Piano - Barry Manilow;
Guitar - Stuart Scharf;
Electric Piano - Jon Stroll;
Bass - Russell George
- "Something's Comin' Up", 1974 Kamikazi Music Corp. BMI;
Strings and horns arranged by Joe Renzetti;
Piano - Barry Manilow;
Guitar - Charlie Brown, Stuart Scharf;
Bass - Will Lee;
Drums - Jimmy Young;
Electric Piano - Jon Stroll;
Congas - Norman Pride
- "It's A Miracle", 1974 Kamikazi Music Corp. BMI;
Arranged by Barry Manilow;
Piano - Barry Manilow;
Electric Piano - Jon Stroll;
Guitar - Dickie Frank, John Barranco, Bob Mann;
Bass - Will Lee;
Drums - Christopher Parker;
Congas - Norman Pride;
Percussion - Lee Gurst;
Saxes - Artie Kaplan, Stan Schwartz;
Background Voices - Charlotte Crossley, Robin Grean, Sharon Red, Ron Dante, Barry Manilow
- "Avenue C", 1944-1958, 1959, 1971, 1973 Bregman, Vocco & Conn, Inc. ASCAP;
"This is a song made famous by one of the great Big Bands of our time, Count Basie's Band. Jon Hendricks put words to the entire thing about ten years ago and so I'm including his lyrics because they're amazing" - Barry Manilow;
32 Voices - Barry Manilow;
Piano - Don Grolnick;
Guitar - Sam Brown;
Bass - Bob Cranshaw;
Drums - Bill Lavorgna;
Congas - Norman Pride;
Horns arranged by Jack Cortner
- "My Baby Loves Me", Jobette Music Co., Inc. BMI;
Arranged by Barry Manilow;
Piano - Ellen Starr;
Electric Piano - Jon Stroll;
Guitar - Stuart Scharf, Dickie Frank;
Bass - Russell George;
Drums - Allan Schwartzberg;
Percussion - Norman Pride
- "Sandra", 1974 Kamikazi Music Corp. BMI;
Arranged by Barry Manilow;
Piano - Barry Manilow;
Electric Piano - Jon Stroll;
Guitar - Stuart Scharf, Dickie Frank;
Bass - Russell George;
Drums - Allan Schwartzberg
- "Home Again", 1974 Kamakazi Music Corp. BMI;
Arranged by Barry Manilow;
Piano - Barry Manilow;
Electric Piano - Jon Stroll;
Guitar - Stuart Scharf, Dickie Frank;
Bass - Russell George;
Drums - Allan Schwartzberg;
Congas - Norman Pride;
Guitar Solo - Bob Mann
- "Good News" - Barry's Note (2006): This is a wonderfully funky song that my dear friend Melissa Manchester and I wrote back in the day. There's a version somewhere with Melissa doing a fantastic solo turn on the song. One of these days I'll find it. The song never made it on to the album and I'm glad it's still alive and well.
- "Halfway Over The Hill" - Barry's Note (2006): I wrote this song after failure of my first album. I felt that I was SO close to recording a popular album because the response of the audiences to all of the material from that first album was always so positive. All I needed was one hit single. Boy, did my wish come true on this album!
- LP contains lyric sheet insert
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