- Produced by Barry Manilow
- Engineer and Associate in Production: Michael Delugg
- Contractor: Shaun Harris
- Concertmaster: Sid Sharp
- Assistant to Mr. Manilow: Roger Wall
- Recorded and Mixed at United Western Recording Studios, Los Angeles, California
- Mastered by Ken Perry at Capitol Recording Studio
- Assistant Engineers: Gary Boatner and Ira Seigel
- Special Thanks to Clive Davis, Miles Lourie, Garry Kief, Nina Foch, Roberta Kent, Lou Genetti and, of course, Linda and Bagel (and Biscuit!)
- Illustrations: Linda Fennimore
- Design: Neal Pozner
- Art Directon: Donn Davenport
- Barry Manilow International Fan Club (Covina, California) listed
- Remastered (Manilow Master) CD (1998) includes bonus track "You're Runnin' Too Hard [3:01]"
- 24-BIT DIGITAL MASTERING FROM THE ORIGINAL MASTER TAPES: 1998
Remastered by Robert Vosgien at Tower Mastering/Capitol Studios, Hollywood, CA (Arista 07822-19041-2)
This is one of the most romantic albums I ever made. When you listened to this album, after the last song, you had to have a cigarette. I wrote songs like "Fools Get Lucky" with John Bettis, and "No Other Love" with Adrienne Anderson. Tom Snow and Cynthia Weil's "Somewhere Down The Road" has got to be one of the most beautiful songs ever written. I was so caught up in romance that I actually wrote music and lyrics to the title song while playing the piano facing the ocean, in a rented house on the beach in Atlantic City, New Jersey. The bonus cut on this reissue is "You're Runnin' Too Hard," with another terrific Marty Panzer lyric. Barry Manilow (1998)
- "The Old Songs", 1979 W.B. Music Corp. (ASCAP), Upward Spiral Music (ASCAP);
Rhythm Track Arranged by Barry Manilow;
Strings and Horns Orchestrated by Artie Butler;
Piano - Barry Manilow;
Guitar - John Pondel;
Bass - Carl Sealove;
Drums - Bud Harner;
Fender Rhodes and Synthesizer - Robert Marullo;
Percussion - Robert Forte;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "Let's Hang On", 1965 Seasons Four Music Co. (BMI), Saturday Music Inc. (BMI), Screen Gems-EMI Music (BMI);
Arranged by Barry Manilow and Victor Vanacore;
Piano - Victor Vanacore;
Keyboards - Bill Mays;
Guitar - Dean Parks, Paul Jackson, Jr.;
Bass - Will Lee;
Drums - Ed Greene;
Synthesizer - Robert Marullo;
24 Background Vocals by Barry Manilow!
- "If I Should Love Again", 1981 Manilow Music (BMI);
Rhythm Track Arranged by Barry Manilow;
Strings and Horns Orchestrated by Victor Vanacore;
Piano - Barry Manilow;
Guitar - John Pondel;
Bass - Carl Sealove;
Drums - Bud Harner;
Fender Rhodes and Synthesizer - Robert Marullo;
Percussion - Robert Forte;
English Horn - Bill Page;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "Don't Fall In Love With Me", 1981 Manilow Music (BMI), Sweet Harmony Music, Inc. (ASCAP);
Arranged and Orchestrated by Barry Manilow and Victor Vanacore;
Piano - Barry Manilow;
Keyboards - Bill Mays;
Guitar - Mitch Holder, Dean Parks;
Bass - Will Lee;
Drums - Ed Greene;
Synthesizer - Robert Marullo;
Percussion - Alan Estes;
Sax Solo - Tom Scott;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "Break Down The Door", 1981 Manilow Music (BMI), All Seasons Music Co. (ASCAP), Catapult Music Co. (BMI);
Arranged by Barry Manilow;
Piano - Barry Manilow;
Keyboards - Bill Mays, Robert Marullo;
Guitar - Dean Parks, Mitch Holder, John Pondel;
Bass - Will Lee, Carl Sealove;
Drums - Ed Greene, Bud Harner;
Percussion - Alan Estes;
Saxophone - Tom Scott;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "Somewhere Down The Road", 1981 ATV Music Corporation, Mann and Weil Songs, Inc., Snow Music (BMI);
Rhythm Track Arranged by Barry Manilow;
Strings and Horns Orchestrated by Artie Butler;
Piano - Barry Manilow;
Guitar - John Pondel;
Bass - Carl Sealove;
Drums - Bud Harner;
Fender Rhodes and Synthesizer - Robert Marullo;
Percussion - Robert Forte;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "No Other Love", 1981 Manilow Music (BMI), Angela Music Co. (BMI);
Rhythm Track Arranged by Barry Manilow;
Strings and Horns Orchestrated by Jimmie Haskell;
Piano - Barry Manilow;
Keyboards - Bill Mays;
Guitar - Dean Parks;
Bass - Will Lee;
Drums - Ed Greene;
Percussion - Alan Estes;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "Fools Get Lucky", 1981 Manilow Music (BMI), Sweet Harmony Music, Inc. (ASCAP);
Rhythm Track Arranged by Barry Manilow;
Strings and Horns Orchestrated by Jimmie Haskell;
Piano - Barry Manilow;
Keyboards - Bill Mays;
Guitar - Mitch Holder, Dean Parks;
Bass - Will Lee;
Drums - Ed Greene;
Percussion - Alan Estes;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- "I Haven't Changed The Room", 1981 Manilow Music (BMI);
Piano - Barry Manilow
- "Let's Take All Night (To Say Goodbye)", 1981 Manilow Music (BMI), Sweet Harmony Music, Inc. (ASCAP);
Rhythm Track Arranged by Barry Manilow;
Strings and Horns Orchestrated by Victor Vanacore;
Piano - Barry Manilow;
Guitar - Dean Parks, John Pondel;
Bass - Carl Sealove;
Drums - Bud Harner;
Fender Rhodes - Robert Marullo;
Percussion - Bob Forte;
Flute - Bill Page;
Background Vocals sung by Bill Champlin, Tom Kelly, Richard Page
- LP inner sleeve contains lyrics
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