A1 | Guilty | 4:24 |
| Acoustic Guitar, Backing Vocals - Barry Gibb | |
| Bass - Harold Cowart | |
| Drums - Steve Gadd | |
| Electric Piano - Richard Tee | |
| Electric Piano, Grand Piano [Elephant Grand] - George Bitzer | |
| Guitar - Cornell Dupree, George Terry | |
| Shaker, Cabasa [Kabassa] - Joe Lala | |
| Vocals [Duet] - Barry Gibb | |
| Written-By - Barry, Robin & Maurice Gibb | |
A2 | Woman In Love | 3:51 |
| Acoustic Guitar - Barry Gibb | |
| Backing Vocals - Denise Maynelli, Marti McCall, Myrna Mathews | |
| Bass - Harold Cowart | |
| Drums - Bernard Lupe, Steve Gadd | |
| Electric Piano, Grand Piano [Elephant Grand] - Richard Tee | |
| French Horn - Jerry Peel | |
| Guitar - Pete Carr | |
| Shaker - Joe Lala | |
| Written-By - Barry, Robin Gibb | |
A3 | Run Wild | 4:06 |
| Acoustic Guitar, Backing Vocals - Barry Gibb | |
| Bass - Harold Cowart | |
| Drums - Steve Gadd | |
| Electric Piano - Richard Tee | |
| French Horn - Jerry Peel | |
| Guitar - George Terry | |
| Written-By - Barry, Robin Gibb | |
A4 | Promises | 4:20 |
| Backing Vocals - Barry Gibb | |
| Baritone Saxophone - Whit Sidner | |
| Bass - Harold Cowart | |
| Drums - Steve Gadd | |
| Grand Piano [Elephant Grand] - George Bitzer | |
| Guitar - George Terry, Lee Ritenour | |
| Shaker, Tambourine - Joe Lala | |
| Synthesizer - Albhy Galuten | |
| Tenor Saxophone - Dan Bonsanti, Neal Bonsanti | |
| Trombone, Bass Trombone [Half Speed] - Peter Graves | |
| Trumpet - Brett Murphey, Ken Faulk | |
| Written-By - Barry, Robin Gibb | |
A5 | The Love Inside | 5:07 |
| Backing Vocals - Denise Maynelli, Marti McCall, Myrna Mathews | |
| Electric Guitar - Richard Tee | |
| Synthesizer - Albhy Galuten, George Bitzer | |
| Written-By - Barry Gibb | |
B1 | What Kind Of Fool | 4:04 |
| Acoustic Guitar, Backing Vocals - Barry Gibb | |
| Bass - Harold Cowart | |
| Drums - Bernard Lupe, Steve Gadd | |
| Electric Piano - Richard Tee | |
| Grand Piano [Elephant Grand] - George Bitzer | |
| Guitar, Acoustic Guitar - Pete Carr | |
| Trombone - Mike Katz, Peter Graves, Russ Freeland | |
| Trumpet - Brett Murphey, Ken Faulk | |
| Vocals [Duet] - Barry Gibb | |
| Written-By - Albhy Galuten, Barry Gibb | |
B2 | Life Story | 4:34 |
| Acoustic Guitar, Backing Vocals - Barry Gibb | |
| Bass - David Hungate | |
| Drums - Bernard Lupe, Dennis Bryon | |
| Grand Piano, Grand Piano [Elephant Grand], Synthesizer - George Bitzer | |
| Guitar - Lee Ritenour | |
| Percussion [Whip] - Joe Lala | |
| Synthesizer - Albhy Galuten | |
| Trombone - Mike Katz, Peter Graves, Russ Freeland | |
| Trumpet - Brett Murphey, Bud Burridge, Ken Faulk | |
| Written-By - Barry, Robin Gibb | |
B3 | Never Give Up | 3:41 |
| Bass - Harold Cowart | |
| Drums - Steve Gadd | |
| Electric Piano, Clavinet - Richard Tee | |
| Guitar - Cornell Dupree, George Terry | |
| Synthesizer, Soloist - George Bitzer | |
| Written-By - Albhy Galuten, Barry Gibb | |
B4 | Make It Like A Memory | 7:26 |
| Baritone Saxophone - Whit Sidner | |
| Bass - Harold Cowart | |
| Congas, Timbales, Cowbell, Cymbal - Joe Lala | |
| Drums - Steve Gadd | |
| Guitar - Cornell Dupree | |
| Guitar, Guitar [Gut String] - George Terry | |
| Guitar, Soloist - Pete Carr | |
| Piano - Richard Tee | |
| Tenor Saxophone - Dan Bonsanti, Neal Bonsanti | |
| Trombone - Peter Graves | |
| Trumpet - Brett Murphey, Ken Faulk | |
| Written-By - Albhy Galuten, Barry Gibb | |