tracks 1, 3, 9 to 11 arranged by [rhythm arrangements by] Eric Robinson
tracks 1 to 4, 9 to 11 arranged by [strings and horns arranged by] Leslie Drayton
art direction Phil Carroll
tracks 1 to 5, 9 to 11 backing vocals [background vocals] Harvey Fuqua
tracks 1 to 7, 9 to 11 backing vocals [background vocals] Jeanie Tracy
tracks 1 to 4, 9 to 11 bass Bob Kingson
tracks 1 to 4, 9 to 11 bass Hillary Thompson
tracks 1 to 4, 9 to 11 concertmaster William Henderson
design Deb Sibony
tracks 1 to 4, 9 to 11 drums Harvey Hughes
tracks 1 to 4, 9 to 11 drums Kelvin Dixon
tracks 1 to 4, 7, 9 to 11 drums Ron E. Beck
tracks 1 to 7, 9 to 11 engineer [recording engineer (fantasy studios, berkeley)] Eddie Bill Harris
tracks 1 to 4, 9 to 11 executive-producer Nancy C. Pitts
tracks 1 to 5, 9 to 11 guitar, bass Greg Crockett
tracks 1 to 4, 9 to 11 guitar, synthesizer James Wirrick
tracks 1 to 4, 9 to 11 horns Al Aarons
tracks 1 to 4, 9 to 11 horns Bobby Bryant
tracks 1 to 4, 9 to 11 horns Donald W. Cooke
tracks 1 to 4, 9 to 11 horns Ernie Fields
tracks 1 to 4, 9 to 11 horns Melvin Moore
tracks 1 to 4, 9 to 11 horns Robert Bryant Jr.
tracks 1 to 4, 9 to 11 horns Thurman Green
tracks 1 to 4, 9 to 11 keyboards Sylvester
tracks 1 to 4, 9 to 11 keyboards, backing vocals [background vocals] Eric Robinson
tracks 1 to 4, 9 to 11 keyboards, synthesizer Greg Levias
lead vocals, backing vocals [background vocals] Izora Armstead
lead vocals, backing vocals [background vocals] Martha Wash
liner notes Barry Walters
tracks 1 to 4, 9 to 11 percussion David Frazier
tracks 1 to 6, 9 to 11 percussion Gus Anthony Flores
photography by Phil Bray
tracks 1 to 7, 9 to 11 producer Harvey Fuqua
remastered by [digital remastering] Phil De Lancie
tracks 2, 9 written-by Don Miley
tracks 1, 3, 5, 6, 11 written-by Eric Robinson
tracks 2, 9 written-by Frank Loverde
tracks 4, 10 written-by Harvey Fuqua
tracks 2, 9 written-by James Wirrick
tracks 5 written-by Josh A. Hailey
tracks 4 written-by Sylvester
tracks 1, 3, 6, 11 written-by Victor Orsborn
Record Company Festival Records Pty. Ltd.
Phonographic Copyright (p) Fantasy, Inc.
Copyright (c) Fantasy, Inc.
Glass Mastered At DADC
Remixed At Fantasy Studios
Recorded At Blank Tape Studios
Mastered At Fantasy Studios
Festival Records name, catalog no. and barcode are on a sticker on the rear of the jewel case.

Credits for some roles shown in the booklet as follows:
Tracks 1-4, 9-11 Bob Kingson or Hillary Thompson-bass
Kelvin Dixon, Harvey Hughes or Ronnie Beck-drums
David Frazier or Tony Flores-Percussion

Booklet:
Tracks 1-4, 9-11 recording engineer - Eddie Bill Harris (Fantasy Studios, Berkeley)
The dance mix of I Got The Feeling is a Patrick Cowley Megamix
Tracks 5, 6, 7 remix - Jesse Osborne (Fantasy Studios, Berkeley)
Track 5 drums, flute and strings recorded by Butch Jones (Blank Tape Studios, New York)
Track 6 bass and drums recorded by Butch Jones (Blank Tape Studios, New York)

Tray insert and booklet:
Digital remastering, 1993 (Fantasy Studios, Berkeley)
#1-4 originally released on Two Tons O' Fun (Fantasy/Honey 9584)
#5-7 on Two Tons/Backatcha (Fantasy/Honey 9605)
#9 as Fantasy 12-inch single D-218; #10 and 11 as Fantasy/Honey 12-inch single D-156
It's Raining Men included in this album by arrangement with Columbia Records, a division of Sony Entertainment.
Fantasy Records, Tenth and Parker, Berkeley, CA 94710.
℗ & © 1993, Fantasy, Inc. All rights reserved. Printed in U.S.A.

Tray insert:
Total time 65:00
Total time has been rounded to the nearest minute

Label:
℗ 1993, Fantasy, Inc.
Barcode: 0 25218 - 9666 - 2 (Text on tray insert)
Barcode: 9 399604 189626 (Sticker on rear of jewel case)
SPARS Code: AAD (On tray insert and label)
Other: DIDX 019180 (DID_Code on label)
Matrix / Runout: DIDX-019180 2