Synthesizer [Bass] – Richard TeeWritten-By – Rod Temperton
4:58
B1
What's On Your Mind
Electric Piano – Richard TeeWritten-By – Glen Ballard, Kerry Chater
4:02
B2
Dinorah, Dinorah
Keyboards [Fender Rhodes], Electric Piano – Greg PhillinganesLead Guitar, Scat – George BensonSynthesizer [Yamaha Yc-30], Piano [Acoustic], Electric Piano [Fender Rhodes] – Claire Fischer*Written-By – Ivan Lins, Vitor Martins
3:39
B3
Love Dance
Acoustic Guitar – Lee RitenourWritten-By – Ivan Lins, Paul Williams
3:18
B4
Star Of A Story (X)
Conductor – Marty PaichWritten-By – Rod Temperton
4:40
B5
Midnight Love Affair
Keyboards – George DukeWritten-By – David "Hawk" Wolinski
3:31
B6
Turn Out The Lamplight
Electric Guitar – Lee RitenourWritten-By – Rod Temperton
Management [Direction]
–
Dennis Turner ,
Ken Fritz,
Ken Fritz Management
Mastered By
–
JGS*,
Kent Duncan
Mixed By, Recorded By
–
Bruce Swedien
Percussion
–
Paulinho Da Costa (tracks: A1, A2, A4, B1 to B4, B6)
Photography By [Cover]
–
Norman Seeff
Photography By [Sleeve]
–
Peter Brill
Producer, Liner Notes
–
Quincy Jones
Saxophone, Flute
–
Kim Hutchcroft (tracks: A1, A2, A4 to B2, B5),
Larry Williams (tracks: A1, A2, A4 to B2, B5)
Synthesizer
–
Greg Phillinganes (tracks: A2, A3),
Herbie Hancock (tracks: B2 to B5),
Michael Boddicker (tracks: A4, B1, B4),
Richard Tee (tracks: B4 to B6)
Trumpet
–
Jerry Hey (tracks: A1, A2, A4 to B2, B5)
Typography
–
Andresen Typographics
Vocals
–
George Benson (tracks: A1, A3, A4, B3 to B6),
Patti Austin (tracks: A3, B3)