No Lookin' Back - 3:55
(Michael McDonald/Kenny Loggins/Ed Sanford)

Jeff Porcaro: Drums
George Perilli: Tom (Drum) Solo
Willie Weeks: Bass
David pack: Guitar
Michael McDonald: Keyboards and Vocals

Bad Times - 4:21
(Michael McDonald)

Jeff Porcaro: Drums
Nathan East: Bass
David Pack: Guitar
Joe Walsh: Slide Guitar
Mike Hanna: Synthesizer
Michael McDonald: Synthesizer and Vocals

(I'll Be Your) Angel - 3:57
(Michael McDonald/Chuck Sabatino)

Jeff Porcaro: Drums
Willie Weeks: Bass
Robben Ford: Guitar
Chuck Sabatino: Synthesizer and Background Vocals
Michael McDonald: Synthesizer and Vocals
Cornelius Bumpus: Tenor Saxophone

By Heart - 4:35
(Michael McDonald/Chuck Sabatino/David Pack)

Jeff Porcaro: Drums
George Perilli: Drum Programmer
Staff Fieldhouse: Simmons Toms
Willie Weeks: Bass
David Pack: Guitar and Synthesizer
Paulinho da Costa: Percussion
Scott Plunkett: Synthesizer Horns
Michael McDonald: Synthesizers and Vocals
Chris Pelonis: Emulator Programs

Any Foolish Thing - 4:23
(Michael McDonald/Chuck Sabatino)

Jeff Porcaro: Drums
Willie Weeks: Bass
Chuck Sabatino: Synthesizer and Background Vocals
Michael McDonald: Synthesizer, B-3 Organ and Vocals
Cornelius Bumpus: Tenor Saxophone

Our Love - 4:32
(Michael McDonald/David Pack)

Jeff Porcaro: Cymbals
"Roger": Drums
Brian Mann: Synthesizer
Michael McDonald: Synthesizer and Vocals
Paulinho da Costa: Percussion

(I Hang) On Your Every Word - 3:37
(Michael McDonald/Amy Holland)

Jeff Porcaro: Drums
David Pack: Guitar
Scott Plunkett: Sequenced Synthesizer
Michael McDonald: Synthesizer, B-3 Organ and Vocals
Chris Pelonis: Emulator Programs

Lost In The Parade - 3:48
(Michael McDonald/Grady Walker)

Jeff Porcaro: Drums
Steff Fieldhouse: Simmons Drums
Willie Weeks: Bass
Robben Ford: Guitar
Brian Mann: Synthesizer
Michael McDonald: Synthesizer and Vocals

Don't Let Me Down - 4:01
(Michael McDonald)

Steve Gadd: Drums
Willie Weeks: Bass
David Pack: Rhythm Guitar
Robben Ford: Lead Solo Guitar
Paulinho da Costa: Percussion
Randy Goodrum: Synthesizer
Michael McDonald: Synthesizer and Vocals

Produced by Michael McDonald and Ted Templeman
Engineered and Mixed by Ross Pallone
Recorded at Dilling Street Studio, U.S.A. and The Villa Studio, North Hollywood
Mixed at Hollywood Sound, 6367 Selma Avenue, Hollywood, CA 90028
Mastered by Lee Herschberg at Amigo Studios, North Hollywood
CDD Pre-Mastering by WCI Records Group
Additional Engineering: Lee Herschberg, Jim Pace and Grady Walker
Second Engineer: Mike Wuellner
Production Coordinators: Joan Parker and Kathy Walker

LP Art Direction: Jeffrey Kent Ayeroff
Design: Jeri McManus
Front Photography: Joel Levinson
Back Photography: Brian Aris
Hair: Howards Barr for michaeljohn
Make Up: Debrah Howell for Cloutier

Special Thanks: Brent Avery, Andy Brauer, Front Line Management, Jesse Hodges, Shep Lonsdale, Paul Medeiros, George Michelson, Jim Pace, Jeff Porcaro, Yamaha and all the musicians and technical people who helped make this album.

Jeff Porcaro appears courtesy of Columbia Records
Paulinho da Costa appears courtesy of Pablo Records, Inc.

1985 Warner Bros. Records Inc. Made in U.S.A.