arranged by [additional orchestration] Arif Mardin
arranged by [additional orchestration] Barry Manilow
arranged by [additional orchestration] Charlie Calello
arranged by [additional orchestration] Dick Behrke
arranged by [additional orchestration] Joe Renzetti
arranged by [additional orchestration] Norman Harris
arranged by [orchestration] Gerald Alters
art direction Robert L. Heimall
artwork [cover] Arky & Barrett
backing vocals [lady flash] Debra Byrd
backing vocals [lady flash] Monica Burruss
backing vocals [lady flash] Reparata
bass Steven Donaghey
conductor [orchestra] Lee Gurst
congas Harold "Ricardo" Alexander
design Howard Fritzson
design Ron Kellum
drums Lee Gurst
engineer [live recording] John Venable
engineer [recording] Michael Delugg
guitar Keith Loving
guitar [additional] Sid McGinnis
keyboards Alan Axelrod
liner notes Barry Manilow
photography by [back cover] Bob Banks
photography by [back cover] Mark David Imburgia
photography by [back cover] William Redd
photography by [front/back cover] Lara Donin
photography by [inside/back & supervision] Lee Gurst
piano Barry Manilow
producer Barry Manilow
producer Ron Dante
Recorded at The Uris Theatre, New York City, except V.S.M. recorded at Ravinia Festival, Chicago.
Mixed at Media Sound Studios, New York City.

℗&© 1977 Arista Records, Inc.
Printed in U.S.A.

Track B1 is listed as Very Strange Medley on the Jacket/sleeve but as Very Special Medley on the record.

Track length for D5 and D6 is 6:52 together.

Cat# Spine: AL-8500
Cat# Label: AL 8500

Matrix / Runout: AL 8500 SA
Matrix / Runout: AL 8500 SB
Matrix / Runout: AL 8500 SC
Matrix / Runout: AL 8500 SD