You're All I Need To Get By
(N. Ashford, V. Simpson)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Billy Preston - B3 organ
Nathan East - Bass
Michael Thompson - Guitar
Nicky "Misschief" Shaw - Percussion
Tim Carmon - Wurlitzer
Tony Swain - Synthesizer
Background Vocals - Sharon White, Michelle John, Rachel Oteh, Simon Climie & Lawrence Johnson
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

I Was Made To Love Her
Featuring Stevie Wonder - Harmonica
(S. Wonder, H. Cosby, L.M. Hardaway)

Produced by Simon Climie
Arranged by Nicky "Misschief" Shaw & Simon Climie
Stevie Wonder - Harmonica
Nicky "Misschief" Shaw - Drums & Bass Programming
Simon Climie - Pro-Tools, Engineering & Acoustic Guitar
Toby Baker - Keyboards & Programming
Nathan East - Bass
Michael Thompson - Guitar
Tim Carmon - Organ, Piano, Synths
Background Vocals - Kendra Carr, Steve Crawford, Darwin Hobbs, Sherrie Kibble, Kim Mont, Shandra Penix, Tiffani Ransom, Kevin Whalum & Simon Climie
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools
Shannon Forrest - Engineering
Grady Walker - 2nd Engineering

Reach Out, I'll Be There
(B. Holland, L. Dozier, E. Holland)

Produced by Simon Climie
Arranged by Simon Climie, Nicky "Misschief" Shaw & Toby Baker
Nicky "Misschief" Shaw - Beats & Programming
Simon Climie - Pro-Tools Engineering & Programming
Toby Baker - Keyboards & Programming
Billy Preston - B3 organ
Nathan East - Bass
Vinnie Colaiuta - Drums
Michael Thompson - Guitar
Tim Carmon - Wurlitzer
Background Vocals - Audrey Martells, Rachel Oteh & Joy Malcomb
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Stop, Look, Listen (To Your Heart)
Duet with Toni Braxton
(T. Bell, L. Creed)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Nathan East - Bass
Michael Thompson - Guitar
Tim Carmon - Organ
Nicky "Misschief" Shaw - Percussion
Background Vocals - Tamar Braxton, Kendra Carr, Darwin Hobbs, Kim Mont, Shandra Penix, Kevin Whalum
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools
Shannon Forrest - Engineering
Grady Walker - 2nd Engineering

Baby I Need Your Lovin'
(B. Holland, L. Dozier, E. Holland)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Simon Climie - Pro-Tools Engineering & Programming
Toby Baker - Keyboards & Programming
Nicky "Misschief" Shaw - Additional Beats & Programming
Billy Preston - B3 Organ
Michael Thompson - Guitar
Tim Carmon - Wurlitzer
Abe Laboriel, Sr. - Bass
Lenny Castro - Percussion
Abe Laboriel, Jr. - Drums
Background Vocals - Kendra Carr, Darwin Hobbs, Kim Mont, Shandra Penix, Kevin Whalum
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools
Shannon Forrest - Engineering
Grady Walker - 2nd Engineering

Loving You Is Sweeter Than Ever
(S. Wonder, I.J. Hunter)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Simon Climie - Pro-Tools Engineering & Programming
Toby Baker - Keyboards & Programming
Nicky "Misschief" Shaw - Additional Beats & Percussion
Nathan East - Bass
Vinnie Colaiuta: Drums
Michael Thompson - Guitar
Background Vocals - Rachel Oteh, Joy Malcomb & Simon Climie
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Tracks Of My Tears
(W. Robinson, M. Tarplin, W. Moore)

Produced by Simon Climie
Arranged by Simon Climie, Nicky "Misschief" Shaw & Toby Baker
Toby Baker - Keyboards & Programming
Nicky "Misschief" Shaw - Beats & Programming
Simon Climie - Pro-Tools Engineering & Programming
Nathan East - Bass
Michael Thompson - Guitar
Tim Carmon - B3 Organ
Abe Laboriel, Jr. - Drums
Lenny Castro - Percussion
Background Vocals - Michael McDonald, Rachel Oteh, Joy Malcomb, Audrey Martells & Simon Climie
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

What's Goin' On
(M. Gaye, A. Cleveland, R. Benson)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Toby Baker - Keyboards & Programming
Nicky "Misschief" Shaw - Additional Programming
Simon Climie - Pro-Tools Engineering & Programming
Nathan East - Bass
Vinnie Colaiuta - Drums
Michael Thompson - Guitar
Freddie Vigdor - Alto Sax
Background Vocals - Michael McDonald, Yvette Preyer, Drea Rhenee
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Second That Emotion
(W. Robinson, A. Cleveland)

Produced by Simon Climie
Arranged by Simon Climie, Nicky "Misschief" Shaw & Toby Baker
Nicky "Misschief" Shaw - Beats & Programming
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Michael Thompson - Guitar
Tim Carmon - Organ
Tony Swain - Clavinet
Background Vocals - Rachel Oteh, Lawrence Johnson, Michelle John & Sharon White
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

After The Dance
(M. Gaye, T. Ross, L. Ware)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Michael McDonald - Piano
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Nicky "Misschief" Shaw - Additional Beats
Abe Laboriel, Jr. - Drums
Abe Laborial, Sr. - Bass, Brazilian Acoustic Guitar
Lenny Castro - Percussion
Background Vocals - Michael McDonald
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Nowhere To Run
(B. Holland, L. Dozier, E. Holland)

Produced by Simon Climie
Arranged by Nicky "Misschief" Shaw, Simon Climie & Toby Baker
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Nicky "Misschief" Shaw - Beats & Programming
Billy Preston - B3 Organ
Nathan East - Bass
Vinnie Colaiuta - Drums
Michael Thompson - Guitar
Background Vocals - Rachel Oteh, Joy Malcomb
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Tuesday Heartbreak
(S. Wonder)

Produced by Simon Climie
Arranged by Simon Climie & Toby Baker
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Nicky "Misschief" Shaw - Beats & Programming
Nathan East - Bass
Vinnie Colaiuta - Drums
Background Vocals - Rachel Oteh, Joy Malcomb
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Mercy Mercy Me
(M. Gaye)

Produced by Simon Climie
Arranged by Nicky "Misschief" Shaw, Toby Baker & Simon Climie
Nicky "Misschief" Shaw - Drums & Bass Programming
Simon Climie - Pro-Tools Engineering & Programming
Toby Baker - Keyboards & Programming
Bernie Chiaravalle - Nylon String Guitar
Nathan East - Bass
Vinnie Colaiuta - Drums
Tim Carmon - Organ & Acoustic Piano
Abe Laboriel, Jr. - Drums
Lenny Castro - Percussion
Background Vocals - Audrey Martells
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools

Baby I'm For Real
(M. Gaye, A. Gaye)

Produced by Simon Climie
Arranged by Simon Climie, Nicky "Misschief" Shaw & Toby Baker
Nicky "Misschief" Shaw - Drums & Programming
Toby Baker - Keyboards & Programming
Simon Climie - Pro-Tools Engineering & Programming
Michael Thompson - Guitar
Nathan East - Bass
Tim Carmon - Organ
Background Vocals - Kendra Carr, Darwin Hobbs, Kim Mont, Shandra Penix, Kevin Whalum
Joel Evenden - Pro-Tools & Virtual Engineering
Jonathan Shakhovskoy - Pro-Tools
Shannon Forrest - Engineering
Grady Walker - 2nd Engineering

Lead & Background Vocals - Michael McDonald

Album Produced by Simon Climie

Executive Producer Tony Swain

Mixed by Mick Guzauski

Mix Assistant Tom Bender

Mastered by Bob Ludwig @ Gateway Mastering


All Tracks recorded by Simon Climie & the Signia Productions team
Simon Climie - Producer, Arranger
Nicky "Misschief" Shaw - Arranger, Programmer
Toby Baker - Arranger, Programmer
Joel Evenden - Pro-Tools & Vitual Engineering
Jonathan Shakovskoy - Pro-Tools
Dee Harrington - Album Coordinator
Debby Johnson - Production Coordinator
Engineer - Don Murray, Alan Sides, Alan Douglas, Shannon Forrest
Assistent Engineers - Brian Vibbert, Greg Burns, Tim Olmstead
Strings arranged by Nick Ingman
String Leader - Gavyn Wright
Orchestra Contractor - Isobel Griffiths
Recorded On Pro-Tools HD with the amazing Oxford Plug ins
info@signiamusic.com

Bingham Bend Studios - Franklin, TN
Engineer - Shannon Forrest
2nd Engineer - Grady Walker
Album Coordinator - Lisa Patton Brown
Personal Assistant to Michael McDonald - Lisa Patton Brown

All tracks published by EMI Music / Jobete Music Co. Inc.
Except tracks 2, 6 & 12 published by Black Bull Music, Inc. / Jobete Music Co. Inc.
Track 4 published by Warner-Tamerlane Publishing Group

Toni Braxton appears courtesy of Blackground/Universal
Billy Preston appears courtesy of Preston Music Group
Stevie Wonder appears courtesy of Motown records
Lawrence Johnson, Rachel Oteh, Sharon White, Michelle John & Joy Malcomb courtesy of The Tuff Session Agency Ltd.
Michael McDonald is represented exclusively by Vector Management


Some of the happiest moments I can recall, I've spent during the making of these two Motown recordings. The fact that the music speaks for itself and could only be a labor of love is one thing. More importantly, some of the people I love the most have shared the joy of making this project with me. Some I met in the beginning of this recording and some have been a part of my life for a long time. All of us feel privileged to have the honor of joining in what could only be thought of as a celebration of these songs, their composers, producers, original artists and performers. All we can hope is that we leave the listener with some appreciation of our respect and love of this music that we've all come to know as Motown.

Thank you...

A very special thanks to the legendary Billy Preston, the legendary Stevie Wonder and the remarkable Toni Braxton.

As always, I'd like to express my appreciation for the effort and ingenious artistry of Simon Climie, Nicky "Misschief" Shaw and Toby Baker.

Lisa Patton Brown who has been there on both of these projects from beginning to end.

Shannon Forrest & Grady Walker.

Kevin Levitan, Joel Hoffner and all the staff at Vector Management.

Tony Swain, Max Hole, Kate Farmer, Lain Snodgrass, kedar Massenburg, Andrew Kronfeld, Doug Morris, Mel Lewinter. Laura McAnna, Serena Gallagher and all the marketing and promotional staff at Universal Music Group, International & Motown Records USA.

Bernie Gudvi and Anna McNeal.

All of the great musicians and technicians who performed so brilliantly.

Stephanie Andrews, Tamar Braxton, Joel Evenden, Keri Lewis, Tracey Miller, Evelyn Morgan, Allen Hong, kevin McKiernan, Patty Proferes, Israel Garber.

The staff at the Hotel Welcome and the Cosmo Cafe in VilleFranche.

And as always, I'd like to thank my family and friends whose love and support I too often take for granted.

This album is dedicated to all the people under 30 who didn't have the opportunity to experience the excitement and wonder that was the Motown Era.

-Michael McDonald

2004 Universal Music International under exclusive licensing to Universal Records, a division of UMG Recordings, Inc., 1755 Broadway, New York, NY 10019. Distributed by Universal Music & Video Distribution, Corp.