backing vocals Ann S. Clark
backing vocals Charlotte Crossley
backing vocals Gail Kantor
backing vocals Merle Miller
backing vocals Myrna Smith
backing vocals Robin Grean
backing vocals Sharon Redd
backing vocals Shirley Brewer
backing vocals Sylvia Shemwell
backing vocals Tasha Thomas
bass Chuck Rainey
bass Milt Hinton
bass Stu Woods
bass Will Lee
bass William Salter
concertmaster Gene Orloff
cover Richard Amsel
design Loring Eutemey
drums Bernard Purdie
drums Grady Tate
drums Rick Marotta
drums Steve Gadd
drums, percussion Luther Rix
guitar Cornell Dupree
guitar David Spinozza
guitar Frank Vento
guitar Hugh McCracken
keyboards Don Grolnick
keyboards Ken Ascher
keyboards Pat Rebillot
mastered by Dennis King
mastered by George Piros
percussion Ralph MacDonald
photography by [back cover] Lee Gurst
producer, percussion, mixed by [re-mixed by] Arif Mardin
producer, percussion, piano, arranged by, conductor, backing vocals Barry Manilow
recorded by Buzz Richmond
recorded by Elliot Scheiner
recorded by Gene Paul
recorded by Jimmy Douglass
recorded by Robert Warner
recorded by Scott Schreckengost
recorded by, mixed by [re-mixed by] Lew Hahn
synthesizer Ken Bichel
Made By Warner-Pioneer Corporation
Licensed From Atlantic Recording Corporation
Issued with fold-out poster featuring the cover artwork.

Recorded at Atlantic Recording Studios, New York, NY.
Additional recording at A&R Studios, New York, NY, Atlantic Recording Studios, New York, NY, & Kaye Smith Studios, Seattle, Washington.

There are several versions of this album with varying label typeface and matrix suffix. This has the MS suffix on the labels matrix. This version also has the 1973+ Rockefeller Plaza address in the rim text and on the back cover. There are several other pressings with the pre-1973 1843 Broadway address on the label rim text, but all have the Rockefeller Plaza address on the back cover.

Although PR is etched in the run-outs on this version, the single 1⅛ press ring is inconsistent with this being a [l130920] pressing.

B3a. Thomas McKinney credited in error as songwriter on both sleeve and label, correct songwriters are Barry Mann & Cynthia Weil. Later issues of this release would correct the error.