Playin' By The Rules - 4:55
(Michael McDonald and Ed Sanford)

Steve Gadd: Drums
Willie Weeks: Bass
Dean Parks: Guitar
Edgar Winter: Saxophone solo
Lenny Castro and Bobby LaKind: Percussion
Greg Phillinganes: Piano
Michael McDonald: Fender Rhodes and synthesizers
Michael McDonald and Ed Sanford: Background vocals

I Keep Forgettin' (Every Time You're Near) - 3:39
(Jerry Leiber, Mike Stoller, Michael McDonald and Ed Sanford)

Jeff Porcaro: Drums
Louis Johnson: Bass
Steve Lukather: Guitar
Greg Phillinganes: Clavinet
Michael McDonald: Fender Rhodes and synthesizers
Maureen McDonald: Background vocals

Love Lies - 3:21
(Michael McDonald and Randy Goodrum)

Steve Gadd: Drums
Willie Weeks: Bass
Dean Parks: Guitar
Greg Phillinganes: Piano
Lenny Castro and Paulinho Da Costa: Percussion
Michael McDonald: Fender Rhodes, synthesizers and background vocals

I Gotta Try - 3:53
(Michael McDonald and Kenny Loggins)

Steve Gadd: Drums
Willie Weeks: Bass
Steve Lukather: Guitar
Michael Boddicker: Additional synthesizers
Ted Templeman and Paulinho Da Costa: Percussion
Michael McDonald: Piano and synthesizers
Michael McDonald and Kenny Loggins: Background vocals

I Can Let Go Now - 2:54
(Michael McDonald)

Michael McDonald: Piano

That's Why - 4:24
(Michael McDonald and Randy Goodrum)

Jeff Porcaro: Drums
Mike Porcaro: Bass
Steve Lukather: Guitar
Michael Omartian: Fender Rhodes
Tom Scott and Robben Ford: Saxophone and guitar solo
Lenny Castro: Percussion
Michael McDonald: Piano and synthesizer
Michael McDonald, Christopher Cross, Brenda Russell, Kathy Walker, Maureen McDonald and Amy Holland: Background choir

If That's What It Takes - 4:17
(Michael McDonald and Jackie De Shannon)

Steve Gadd: Drums
Willie Weeks: Bass
Dean Parks: Guitar
Steve Lukather: Guitar solo
Lenny Castro: Percussion
Greg Phillinganes: Piano
Michael McDonald: Fender Rhodes, synthesizers and background vocals

No Such Luck - 3:44
(Michael McDonald, Grady Walker and Harry Garfield)

Jeff Porcaro: Drums
Mike Porcaro: Bass
Steve Lukather: Guitar
Dean Parks: Guitar overdubs
Edgar Winter: Alto saxophone
Michael Omartian: Fender Rhodes
Lenny Castro: Percussion
Michael McDonald: Piano, synthesizers and background vocals

Losin' End - 4:11
(Michael McDonald)

Steve Gadd: Drums
Willie Weeks: Bass
Dean Parks: Guitar
Tom Scott: Lyricon solo
Greg Phillinganes: Organ
Michael McDonald: Fender Rhodes

Believe In It - 4:41
(Michael McDonald)

Steve Gadd: Drums
Willie Weeks: Bass
Steve Lukather: Guitar
Lenny Castro: Percussion
Edgar Winter: Saxophone solo
Greg Phillinganes: Piano
Michael McDonald: Fender Rhodes, synthesizers and background vocals

Produced by Ted Templeman and Lenny Waronker
Basic track engineers: Lee Herschberg on "If That's What It Takes", " Love Lies", "I Gotta Try", "Playin' By The Rules", " Believe In It" and "Losin End"; Jim Isaacson on "No Such Luck& quot;, "That's Why" and "I Can Let Go Now"; Donn Landee on " I Keep Forgettin'"
Overdub engineers: Jim Isaacson, Donn Landee, Mark Linett and Lee Herschberg
Second engineers: Ken Deane and Steve McManus
Mixdown engineer: Lee Herschberg
LP mastering engineer: Bobby Hata
Horn arrangements: Jerry Hey
String arrangements: Marty Paich
Additional synthesizers: Michael Boddicker
Keyboard technician: Paul Medeiros
Production Coordinators: Joan Parker, Vicki Fortson and Kathy Walker
Direction: Irving Azoff and Front Line Management

Recorded at Warner Bros. Recording Studio, N. Hollywood, CA and Sunset Sound, Hollywood
String recorded at Oceanway Recording, Hollywood
LP mastered at Warner Bros. Recording Studio
CDD pre-mastering by WCI Record Group

Original album Art Direction/Design: Jeff Adamoff
Photography: Jim Shea

Jeff Porcaro, Steve Lukather and Kenny Loggins appear courtesy of CBS Records
Louis Johnson appears courtesy of A&M Records
Greg Phillinganes appears courtesy of Planet Records
Maureen McDonald appears courtesy of RCA Records
Paulinho da Costa appears courtesy of Pablo Records
Michael Boddicker appears courtesy of Boddifications, Inc.
Tom Scott appears courtesy of Elektra/Musician Records
Amy Holland appears courtesy of Capitol Records

Special thanks to the producers, engineers, musicians and writers who contributed their talents to the making of this album. - Michael McDonald

1982 Warner Bros. Records Inc.