A1 Turn Your Love Around
Arranged By – Jay Graydon
Arranged By [Horn Arrangements], Trumpet – Jerry Hey
Backing Vocals [Background Vocals] – Bill Champlin, Carmen Twillie, Venette Gloud
Cymbal [Cymbals (payette)] – Mike Baird
Drums – Jeff Porcaro
Guitar, Synthesizer – Jay Graydon
Piano [Acoustic], Electric Piano [Fender Rhodes] – Jai Winding
Producer [Produced By] – Jay Graydon
Saxophone, Flute [Flutes] – Gary Herbig
Synthesizer – David Foster
Synthesizer [Bass] – David Paich
Trombone – Bill Reichenbach (2)
Trumpet – Chuck Findley
Vocals – George Benson
Written-By – Bill Champlin, Jay Graydon, Steve Lukather
3:42
A2 Love All The Hurt Away
Alto Saxophone [Alto Sax] – Eddie Daniels
Arranged By – Arif Mardin
Backing Vocals [Additional Background Vocals] – Marcy Levy, Mark Stevens
Bass – Louis Johnson
Drums – Jeff Porcaro
Electric Piano, Synthesizer [Synthesizers] – David Foster
Featuring [Duet With] – Aretha Franklin
Guitar – Buzzy Feiten
Lead Vocals – Aretha Franklin, George Benson
Percussion – Paulinho Da Costa
Producer [Produced By] – Arif Mardin
Written-By – Sam L. Dees*
4:08
A3 Give Me The Night
Arranged By [Rhythm Arrangements] – Quincy Jones, Rod Temperton
Arranged By [String And Horn Arrangements] – Jerry Hey
Arranged By [Vocal Arrangements] – Rod Temperton
Backing Vocals [Background Vocals] – Diva Gray, Jim Gilstrap, Jocelyn Allen, Patti Austin, Tom Bahler
Bass – Abraham Laboriel
Drums – John Robinson (2)
Electric Piano – Herbie Hancock
Guitar – Lee Ritenour
Guitar, Lead Vocals – George Benson
Percussion – Paulinho Da Costa
Producer [Produced By] – Quincy Jones
Saxophone, Flute – Kim Hutchcroft, Larry Williams
Synthesizer – Michael Boddicker
Synthesizer [Bass] – Richard Tee
Trumpet – Jerry Hey
Written-By – Rod Temperton
3:42
A4 Cast Your Fate To The Wind
Arranged By – David Matthews*
Bass – Gary King
Cello – Alan Shulman, Charles McCracken
Drums – Andy Newmark
Flute – Joe Farrell
Guitar [Guitars] – Eric Gale, George Benson
Keyboards – Bobby Lyle
Percussion – David Freidman*, Sue Evans
Producer [Produced By] – Creed Taylor
Saxophone – Frank Vicari, Ronnie Cuber
Viola – Harold Coletta, Theodore Israel
Violin – David Nadien, Emanuel Green, Harold Kohon, Harry Glickman, John Pintavalle, Max Ellen, Max Pollikoff, Paul Gershman
Written-By – Weber*, Guaraldi*
7:01
B1 Never Give Up On A Good Thing
Arranged By [Arranger] – Jay Graydon
Arranged By [Horn Arrangements], Trumpet – Jerry Hey
Bass – Neil Stubenhaus
Drums – John Robinson (2)
Electric Piano [Fender Rhodes] – Greg Phillinganes
Guitar [Guitars] – Steve Lukather
Guitar, Vocals – George Benson
Percussion – Paulinho Da Costa
Piano [Acoustic], Synthesizer – Michael Omartian
Producer [Produced By] – Jay Graydon
Saxophone, Flute [Flutes] – Gary Herbig
Trombone – Bill Reichenbach (2)
Trumpet – Chuck Findley
Written-By – Michael Garvin, Tom Shapiro
4:04
B2 On Broadway
Bass – Stanley Banks
Drums – Harvey Mason
Guitar, Vocals – George Benson
Keyboards – Ronnie Foster
Percussion – Ralph MacDonald
Piano [Acoustic], Keyboards – Jorge Dalto
Producer [Produced By] – Tommy LiPuma
Rhythm Guitar – Phil Upchurch
Written-By – Barry Mann, Cynthia Weil, Jerry Leiber, Mike Stoller
5:19
B3 White Rabbit
Acoustic Guitar – Jay Berliner
Arranged By, Conductor [Conducted By] – Don Sebesky
Bass – Ron Carter
Drums – Billy Cobham
Electric Piano – Herbie Hancock
Guitar – George Benson
Percussion, Vocals [Vocal] – Airto*
Producer [Produced By] – Creed Taylor
Vibraphone [Vibes], Percussion – Phil Kraus
Written-By – Grace Slick
6:57
B4 This Masquerade
Arranged By [Orchestra], Conductor [Conducted By] – Claus Ogerman
Bass – Stanley Banks
Drums – Harvey Mason
Lead Guitar – George Benson
Percussion – Ralph MacDonald
Piano [Acoustic Piano Solo], Soloist – Jorge Dalto
Producer [Produced By] – Tommy LiPuma
Rhythm Guitar – Phil Upchurch
Written-By – Leon Russell
3:17
C1 Love Ballad
Bass – Robert Popwell, Jr.*
Drums – Steve Gadd
Electric Piano [Fender Rhodes], Piano [Yamaha CP 30], Synthesizer [Mini-Moog, Polymoog] – Ronnie Foster
Guitar [Guitars], Vocals – George Benson
Orchestrated By, Conductor [Conducted By] – Mike Mainieri
Percussion – Ralph MacDonald
Piano [Acoustic], Clavinet, Electric Piano [Fender Rhodes], Electric Piano [Wurlitzer] – Jorge Dalto
Producer [Produced By] – Tommy LiPuma
Rhythm Guitar – Phil Upchurch
Written-By – Scarborough*
4:15
C2 Nature Boy
Arranged By [Orchestra], Conductor [Conducted By] – Claus Ogerman
Bass – Stanley Banks
Clavinet, Piano [Acoustic] – Jorge Dalto
Drums – Harvey Mason
Electric Piano, Synthesizer [Mini-Moog] – Ronnie Foster
Lead Guitar, Vocals – George Benson
Percussion – Ralph MacDonald
Producer [Produced By] – Tommy LiPuma
Rhythm Guitar – Phil Upchurch
Written-By – Eden Ahbez
4:17
C3 Last Train To Clarksville
Bass – Ron Carter
Congas [Conga] – Johnny Pacheco
Drums – Leo Morris
Guitar – George Benson
Organ – Charles Convinton
Piccolo Flute [Piccolo], Flugelhorn, Trumpet – Marvin Stamm
Producer [Produced By] – Creed Taylor
Saxophone – Buddy Lucas
Trombone, Baritone Horn – Wayne Andre
Trombone, Tuba – Alan Raph
Trumpet [Trumpets] – Burt Collins
Trumpet, Flugelhorn – Joe Shepley
Written-By – Bobby Hart, Tommy Boyce
5:00
C4 Livin' Inside Your Love
Acoustic Guitar [Solo], Soloist – Earl Klugh
Bass – Will Lee
Drums – Steve Gadd
Electric Piano [Fender Rhodes], Piano [Yamaha CP 30], Synthesizer [Mini-Moog, Polymoog] – Ronnie Foster
Guitar [Guitars], Vocals – George Benson
Orchestrated By, Conductor [Conducted By] – Mike Mainieri
Percussion – Ralph MacDonald
Piano [Acoustic], Clavinet, Electric Piano [Fender Rhodes, Wurlitzer] – Jorge Dalto
Producer [Produced By] – Tommy LiPuma
Written-By – Earl Klugh
6:38
D1 Here Comes The Sun
Bass Clarinet – Don Ashworth
Bass Guitar – Jerry Jemmott, Ron Carter
Cello – George Ricci
Clarinet – Gerome Richardson*
Flute – Herbert Laws*, Jerome Richardson
Flute, Oboe – Phil Bodner
Guitar – George Benson
Piano, Organ, Harpsichord – Bob James, Ernie Hayes, Herbie Hancock
Producer [Produced By] – Creed Taylor
Viola – Emanuel Vardi
Violin – Max Pollikoff, Raoul Poliakin
Written-By – George Harrison
2:32
D2 Breezin'
Arranged By [Orchestra], Conductor [Conducted By] – Claus Ogerman
Bass, Rhythm Guitar – Phil Upchurch
Clavinet, Piano [Acoustic] – Jorge Dalto
Drums – Harvey Mason
Electric Piano, Synthesizer [Mini-Moog] – Ronnie Foster
Lead Guitar – George Benson
Percussion – Ralph MacDonald
Producer [Produced By] – Tommy LiPuma
Written-By – Bobby Womack
5:39
D3 Moodys Mood
Arranged By [Rhythm Arrangements] – Quincy Jones
Arranged By [Strings], Conductor [Conducted By] – Marty Paich
Bass – Abraham Laboriel
Drums – John Robinson (2)
Guitar, Vocals – George Benson
Keyboards, Synthesizer – Greg Phillinganes
Producer [Produced By] – Quincy Jones
Vocals [Vocal Solo], Soloist – Patti Austin
Written-By – Eddie Jefferson, James Moody
3:25
D4 We Got The Love
Alto Flute – George Marge
Alto Saxophone – George Young (2)
Baritone Saxophone [Baritone] – Ronnie Cuber
Bass – Phil Upchurch
Congas – Raphael Cruz
Drums – Steve Ferrone
Electric Piano – Arthur Jenkins
Featuring [Duet With] – Chaka Khan
Flute [Flutes] – Eddie Daniels, Phil Bodner
Guitar – Hamish Stuart
Producer [Produced By] – Arif Mardin
Synthesizer [S.R.M.] – Ken Bichel
Tenor Saxophone [Tenor] – Michael Brecker
Trombone – Barry Rogers
Trumpet – Randy Brecker
Vocals – Chaka Khan, George Benson
Written-By – George Benson
3:25
D5 The Greatest Love Of All
Arranged By [Rhythm Arrangements] – Michael Masser
Bass – Stanley Banks
Drums – Harvey Mason
Guitar – Lee Ritenour
Orchestrated By, Conductor [Conducted By] – Lee Holdridge
Piano – Michael Masser
Producer [Produced By] – Michael Masser
Vocals – George Benson
Written-By – Linda Creed, Michael Masser
5:33
