alto saxophone, flute [alto] William Carroll White, Jr.
art direction Johnny Lee
backing vocals Ozone
backing vocals Skip Starkey
backing vocals Syreeta
bass Charles A. Glenn Jr.
design Terry Taylor
drums Paul Hines
engineer Art Stewart
engineer Bobby Brooks
engineer [assistant] Cecilia Perna
engineer [assistant] John Banuelos
engineer [assistant] Karen Siegel
engineer [assistant] Rick Clifford
engineer [mixing] Art Stewart
engineer [mixing] Ozone
executive-producer Skip Starkey
keyboards James S. Stewart Jr.
lead guitar Herman Brown
mastered by [mastering engineer] John Matousek
percussion Paulinho Da Costa
photography by [back cover] Mark Hanauer
photography by [front cover] Ron Slenzak
producer Art Stewart
producer Ozone
rhythm guitar Benny Wallace
tenor saxophone, baritone saxophone, soprano saxophone Ray C. Woodard
trombone [bass, baritone] Clay Lawrey
trumpet Nolan Smith
trumpet, flugelhorn Thomas "T" Bumpass
Phonographic Copyright (p) Motown Record Corporation
Copyright (c) Motown Record Corporation
Recorded At Jennifudy Studios
Recorded At Motown/Hitsville U.S.A. Recording Studios
Mixed At Jennifudy Studios
Mastered At Motown/Hitsville U.S.A. Recording Studios
Recorded at Jennifudy, North Hollywood, California & Motown/Hitsville U.S.A. Recording Studios, Hollywood, California
Mixed at Jennifudy, North Hollywood, California
Mastered at Motown/Hitsville U.S.A. Recording Studios, Hollywood, California
℗ 1982, © 1982
Printed in U.S.A.

Matrix / Runout: 6011MLA (Side One label)
Matrix / Runout: 6011MLB (Side Two label)