| A1 | In A Little While (I'll Be On My Way) | |
| Arranged By [Strings] - Del Newman | |
| Backing Vocals [Background Vocals] - Carolyn Dennis, James Gilstrap, Maxine Anderson | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Guitar - Larry Rolando, Louie Shelton, Richie Zito | |
| Electric Piano, Clavinet, Synthesizer - Rob Mounsey | |
| Percussion - Alan Estes | |
| Words By, Music By - Dennis Belfield | |
| A2 | Since I Don't Have You | |
| Arranged By [Strings] - Rob Mounsey | |
| Bass - Neil Jason | |
| Drums - Steve Gadd | |
| Electric Guitar - Hugh McCracken, Louie Shelton | |
| Electric Piano - Richard Tee | |
| Percussion - Crusher Bennett | |
| Tenor Saxophone - Michael Brecker | |
| Words By, Music By - J. Vogel, J. Beaumont, J. Rock, J. Taylor, J. Verscharen, L. Martin, W. Lester | |
| A3 | And I Know | |
| Arranged By [Basic Track] - Gene Page | |
| Backing Vocals [Background Vocals] - Billy Alessi, Bobby Alessi, Leah Kunkel | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Guitar - Larry Rolando, Louie Shelton | |
| Electric Piano, Synthesizer - Rob Mounsey | |
| Music By - Michael Sembello | |
| Words By - David Batteau, Michael Sembello | |
| A4 | Sail On A Rainbow | |
| Acoustic Guitar - Larry Rolando | |
| Backing Vocals [Background Vocals] - Leah Kunkel, Penny Nichols | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Guitar - Louie Shelton | |
| Electric Piano [Rhodes], Synthesizer - Rob Mounsey | |
| Percussion - Steve Forman | |
| Tenor Saxophone - Tom Scott | |
| Words By, Music By - Stephen Bishop | |
| A5 | Miss You Nights | |
| Arranged By [Strings] - Del Newman | |
| Bass - Lyle Harper | |
| Drums - Simon Phillips | |
| Piano [Acoustic] - Larry Knechtel | |
| Words By, Music By - Dave Townsend | |
| B1 | Bright Eyes | |
| Composed By - Art Garfunkel, Mike Batt | |
| Producer - Mike Batt | |
| B2 | Finally Found A Reason | |
| Acoustic Guitar - Louie Shelton | |
| Backing Vocals [Background Vocals] - Leah Kunkel, Louie Shelton, Penny Nichols, Stephen Bishop | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Piano [Rhodes] - Rob Mounsey | |
| Music By - Michael Sembello | |
| Words By - Craig Bickhardt, David Batteau, Michael Sembello, Rick Bell | |
| B3 | Beyond The Tears | |
| Arranged By [Basic Track] - Gene Page | |
| Arranged By [Strings] - Del Newman | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Guitar - Larry Rolando, Lee Ritenour, Louie Shelton | |
| Music By - Bob Gundry | |
| Percussion - Alan Estes | |
| Piano [Acoustic], Electric Piano [Rhodes], Clavinet - Rob Mounsey | |
| Words By - Jeffrey Comanor, Bob Gundry | |
| B4 | Oh How Happy | |
| Arranged By [Horns] - Tom Scott | |
| Backing Vocals [Background Vocals] - Carolyn Dennis, James Gilstrap, Maxine Anderson | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Guitar - Larry Rolando, Louie Shelton | |
| Electric Piano [Rhodes] - Rob Mounsey | |
| Words By, Music By - C. Hatcher | |
| B5 | When Someone Doesn't Want You | |
| Acoustic Guitar - Jeffrey Staton | |
| Backing Vocals [Background Vocals] - Jeffrey Staton | |
| Bass - Neil Jason | |
| Drums - Steve Gadd | |
| Electric Guitar - Hugh McCracken | |
| Electric Piano - Richard Tee | |
| Percussion - Crusher Bennett | |
| Synthesizer [Oberheim] - Rob Mounsey | |
| Tenor Saxophone - Michael Brecker | |
| Words By, Music By - Jeffrey Staton | |
| B6 | Take Me Away | |
| Acoustic Guitar - Larry Rolando | |
| Arranged By [Strings] - Del Newman | |
| Backing Vocals [Background Vocals] - Billy Alessi, Bobby Alessi | |
| Bass - Dennis Belfield | |
| Drums - Michael Baird | |
| Electric Guitar - Louie Shelton | |
| Piano [Acoustic], Electric Piano [Rhodes], Clavinet, Synthesizer - Rob Mounsey | |
| Words By, Music By - Grant Gullickson, Lance Gullickson | |
