Bass – Nathan EastDrums – Carlos VegaEngineer – Howard Wolin*, Jeremy Smith Guitar – Paul Jackson*Mixed By – Dick Bogart*, Russ Terrano*Orchestrated By, Arranged By [Rhythm] – Gene PagePiano – Randy KerberProducer, Written-By, Arranged By [Rhythm] – Michael MasserWritten-By – Gerry Goffin

Bass – Abe Laboriel*Contractor – Frank DeCaroDrums – Jim KeltnerEngineer – Bruce SwedienGuitar – Dan Huff*, Paul Jackson*Percussion – Paulinho Da CostaPiano – Greg PhillinganesProducer, Written-By – Burt Bacharach, Carole Bayer SagerSynthesizer – Michael Boddicker

Arranged By, Programmed By, Piano, Arranged By [Vocals], Synthesizer [Linn Drum, Perfect 10, Rhodes] – Bob GaudioBacking Vocals – Jimmy Gilstrap*, Luther Waters, Mary Elizabeth Bridges*, Monalisa Young*, Oren Waters, Patricia Hall, Terry YoungDrums [Simmons] – John GilstonEngineer, Recorded By – Tony D'AmicoMixed By – Lee DeCarloMixed By [Assistant] – Jim Bell Producer, Written-By – Bob Crewe & Bob GaudioProgrammed By [Prophet 10] – Paul DelphRecorded By [Lead Vocals] – Jay MessinaRecorded By [Vocals, Assistant] – Tom SwiftSoloist, Saxophone – Peter Christlieb*

Backing Vocals – Dwight W. Watkins, Myra Walker, Peabo Bryson, Ron DoverDrums – Andre RobinsonEngineer, Producer [Assistant] – Ed SeayGuitar – John Housen*Guitar, Synthesizer [Guitar] – Richard HortonPercussion – Charles BrysonProducer, Written-By – Peabo BrysonSynthesizer [Obx Prophet 5] – Mark ParrishSynthesizer [Obx Sin Clavier, Fender Rhodes] – Vance TaylorTenor Saxophone – Ron DoverTrumpet – Daniel DillardTrumpet, Flugelhorn – Thad Johnson*

Bass – Abe Laboriel*Contractor – Frank DeCaroDrums – Jim KeltnerEngineer – Bruce SwedienGuitar – Dan Huff*, Paul Jackson Jr.Percussion – Paulinho Da CostaPiano – Greg PhillinganesProducer, Written-By – Burt Bacharach, Carole Bayer SagerSynthesizer – Michael BoddickerWritten-By – Marvin Hamlisch

Arranged By – Jai WindingArranged By, Arranged By [Vocals], Synthesizer – Bob GaudioBacking Vocals – Monalisa Young*, Shirley Brewer, Terry YoungBass – Lee Sklar*Drums – Carlos VegaEngineer, Recorded By – Tony D'AmicoGuitar – Tim MayMixed By – Lee DeCarloMixed By [Assistant] – Jim Bell Piano [Rhodes] – Jai WindingProducer – Bob Crewe & Bob GaudioRecorded By [Lead Vocals, Assistant] – Tom SwiftRecorded By [Lead Vocals] – Jay MessinaSoloist, Saxophone – Peter Christlieb*Synthesizer [Prophet 10] – Paul DelphWritten-By – J.L. Wallace, Ken Bell , Terry Skinner

Bass – Nathan EastDrums – Carlos VegaEngineer – Howard Wolin*, Jeremy Smith Mixed By – Dick Bogart*, Russ Terrano*Producer, Written-By – Michael MasserStrings – Gene PageSynthesizer, Keyboards, Arranged By, Strings – Robbie BuchananWritten-By – Gerry Goffin

Arranged By – Jai WindingArranged By, Arranged By [Vocals], Synthesizer – Bob GaudioBacking Vocals – Monalisa Young*, Shirley Brewer, Terry YoungBass – Lee Sklar*Bongos, Congas – Bobbie Hall*Drums – Carlos VegaElectric Guitar, Acoustic Guitar – Tim MayEngineer [Assistant], Recorded By [Assistant], Mixed By [Assistant] – Jim Bell Engineer, Recorded By, Mixed By – Tony D'AmicoProducer – Bob Crewe & Bob GaudioRecorded By [Lead Vocals, Assistant] – Tom SwiftRecorded By [Lead Vocals] – Jay MessinaWritten-By – Bob Crewe, Bob Gaudio*Written-By, Arranged By, Piano [Fender], Synthesizer [Prophet 10], Soloist – Jerry Corbetta

Bass, Synthesizer – Marcus MillerEngineer [First] – Eric CalviEngineer [Second] – Kendall BrownFlute – Felipe MantineGuitar – George Wadenius*Keyboards – Richard TeePercussion – Anthony McDonald*Producer [Associate], Written-By, Arranged By, Backing Vocals – Al JohnsonProducer, Written-By, Backing Vocals – Roberta FlackRecorded By – Steve Marcantonio