A1. “Never Givin’ Up” (3:58)
A2. “Gimme What You Got” (3:45)
A3. “Love Is Real” (4:26)
A4. “Alonzo” (5:26)
A5. “(If I Could Only) Change Your Mind” (4:17)
B1. “Spain (I Can Recall)” (6:32)
B2. “Distracted” (5:53)
B3. “Your Sweet Love” (4:14)
B4. “(A Rhyme) This Time” (3:41)
Al Jarreau – lead vocals, background vocals (tracks A1, A2, A3, A5, B2), vocal percussion (A1, A4), rhythm arrangements (A1-A4, B2, B3, B4)
Greg Mathieson – rhythm arrangements (A1), acoustic piano (A1), string synthesizer (A1, A3, A4, A5)
Tom Canning – rhythm arrangements (A1, A2, A5, B3), Fender Rhodes (A2, A4, A5, B3), acoustic piano (A3, A5, B3), bells (B3)
David Foster – acoustic piano (A2), Fender Rhodes (A3, B4)
Michael Omartian – string synthesizer (A2, B3)
Larry Williams – synthesizer (A3, B1, B3), Fender Rhodes (B1)
Steve George – synthesizer (B2)
George Duke – Fender Rhodes (B3)
Jay Graydon – synthesizer programming (A1, A2, A3, A5, B3), electric guitar (A1, A2, A3, A5, B2, B3), rhythm arrangements (A2, A3, A4, B2, B3, B4)
Oscar Castro-Neves – acoustic guitar (A1)
Dean Parks – electric guitar (A3, A5)
Earl Klugh – acoustic guitar (B4), rhythm arrangements (B4)
Abraham Laboriel – bass guitar (A1-B4)
Ralph Humphrey – drums (A1, A4, A5, B4), percussion (A4)
Carlos Vega – drums (A2, A3)
Steve Gadd – drums (B1, B2, B3)
Earl Lon Price – saxophone (B2)
Jerry Hey – horn arrangements (A1, A3, B2), flugelhorn (A1, A2, B2, B3), trumpet (A3, B2)
Chuck Findley – trumpet (A3, B2)
Bill Reichenbach Jr. – trombone (A3, B2)
Tom Kellock – rhythm arrangements (A3)
Les Thompson – harmonica solo (A5)
Producer – Jay Graydon
Engineers – Joe Bogan and Jay Graydon
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