1 | Steppin' Right AlongDrums – John Robinson Engineer – Keith SeppanenGuitar – Joe Kelly Hihat, Tom Tom [Simmons Tms], Tambourine – M.B. GordyHorns [& Pizzicato] – Paul Smith Percussion – Paulinho Da CostaProducer, Lyrics By, Music By, Clavinet – Bill WithersStrings, Vibraphone [Vibes], Voice – Don FreemanSynthesizer [DX-7] – Bill Withers, Don Freeman, Paul Smith Vocals [Hots!] – Denise Routt | 5:43 |
2 | Don't Make Me WaitArranged By, Bass, Clavinet, Piano, Strings, Synthesizer – Don FreemanBass [Slides] – Robert PopwellEngineer – Ed Cherney, Erik Zobler, Keith Seppanen, Tom SuefortGuitar – Paul Jackson Jr.Lyrics By – Bill WithersMusic By – Bill Withers, Don FreemanProducer – Bill Withers, Denny Diante, Don FreemanSynthesizer [Strings] – Robbie Buchanan | 3:59 |
3 | We Could Be Sweet LoversBacking Vocals – Edie Lehmann, Kate Markowitz, Phil Perry Bells, Steel Drums – Don FreemanDrums – John Robinson Engineer – Keith SeppanenFlute – Bill Withers, Paul Smith Percussion – Paulinho Da CostaProducer, Lyrics By, Music By – Bill WithersSynthesizer [DX-7] – Bill Withers, Don Freeman, Paul Smith Vocals [Ad Lib] – Alex Brown | 3:26 |
4 | Heart In Your LifeEngineer, Synthesizer [Yamaha RX-11, Drum] – Keith SeppanenLyrics By, Music By, Bass, Effects, Piano [Acoustic], Strings, Synthesizer – Bill WithersPercussion – Paulinho Da CostaProducer – Bill Withers, Denny DianteSynthesizer [Lead, DX-7] – Greg Phillinganes | 4:13 |
5 | Whatever HappensBells, Synthesizer [Strings] – Michel ColombierEngineer – Keith SeppanenLyrics By – Bill WithersMusic By – Bill Withers, Larry CarltonPiano, Synthesizer [DX-7] – Greg PhillinganesProducer – Bill Withers, Denny Diante | 3:14 |
6 | Watching You Watching MeBacking Vocals – Lonnie Groves, Maretha Stewart, Yvonne LewisBass, Bells, Brass, Clavinet, Harpsichord, Strings, Synthesizer – Marcus MillerDrums – Buddy WilliamsElectric Piano [Fender Rhodes] – Richard TeeEngineer – Frank Wolf, Keith Seppanen, Kendall BrownEngineer [Assistant To Kendall Brown] – Eddie HeathGuitar – Dann HuffLyrics By, Music By – William EatonPercussion – Ralph MacDonaldProducer – Bill Withers, Denny Diante, Ralph MacDonaldSynthesizer [Strings] – Robbie Buchanan | 5:47 |
7 | You Just Can't Smile It AwayBacking Vocals – Edie Lehmann, Kate MarkowitzEngineer – Ed Cherney, Keith SeppanenProducer, Lyrics By, Music By – Bill WithersSoloist, Saxophone – Ernie WattsSynthesizer [DX-7] – Paul Smith Synthesizer [Strings] – Robbie Buchanan | 4:41 |
8 | You Try To Find A LoveArranged By, Programmed By [Synthesizer] – Michel ColombierBacking Vocals [French] – YolieEngineer – Mick GuzauskiGuitar – Paul Jackson Jr.Lyrics By – Bill WithersMusic By – Michel ColombierProducer – Bill Withers, Denny Diante, Michel Colombier | 5:17 |
9 | Something That Turns You OnArranged By [Backing Vocals] – Alex Brown, Denise Routt, Phil Perry Backing Vocals – Edie Lehmann, Kate Markowitz, Phil Perry Clavinet, Synthesizer [Horns] – Paul Smith Cymbal, Tom Tom [Simmons Toms] – M.B. GordyEngineer, Synthesizer [Linn Drum Synthesizer] – Keith SeppanenProducer, Lyrics By, Music By, Bass, Electric Piano [Rhodes], Synthesizer [DX-7] – Bill WithersStrings – Bill Withers, Paul Smith Vocals [Ad Lib] – Phil Perry | 4:23 |
10 | Oh Yeah!Arranged By, Keyboards [All] – David FosterBacking Vocals – Denise Decaro, Marty McCall, Myrna MatthewsCo-producer – Denny DianteDrums – John Robinson Electric Bass [Intro Fender Bass] – Nathan EastEngineer – Hal Sacs, Keith Seppanen, Larry Carlton, Larry Hirsch, Mick GuzauskiLyrics By – Bill WithersMusic By – Bill Withers, David Foster, Larry CarltonPercussion – Paulinho Da CostaProducer – Bill Withers, Larry CarltonTom Tom [Simmons Toms], Synthesizer [DX-7] – Bill Withers | 4:01 |