Label : Warner Bros. Records
01 - I'll Be Good To You** (Brian McKnight, David Gamson & Melvin Ragin)02 - Got To Be There***** (Elliot Willensky)
03 - My Heart Is Dancing**** (Omar Hakim)
04 - Love On My Life* (Jimmy George & James Auspitz)
05 - Kiss And Make Up* (Jimmy George & James Auspitz)
06 - Come Into My World***** (Steven Benson Hue, Derrick Givens & George Benson)
07 - Love Remembers**** (Jeanne Ricks)
08 - Willing To Fight**** (Kirk Whalum)
09 - Somewhere Island**** (Michael Bearden)
10 - Lovin' On Borrowed Time****** (Jimmy George & John F. Hammond)
11 - Lost In Love* (Ronnie Foster)
12 - Calling You*** (Bob Telson)
*Produced by George Benson for Broadway Productions & Charles Wallert
**Produced by David Gamson
***Produced by Stewart Levine for Wow Productions Ltd
****Produced by Bob James
*****Produced by Gary Henry for Status Entertainment & George Benson for Broadway Productions
******Produced by George Benson for Broadway Productions
Executive Producers : George Benson & Leonard Richardson
Mixed with Monster Cable
Mastered by Bernie Grundman at Bernie Grundman Mastering, Assisted by James McKeever
01 - I'll Be Good To You
Vocals : George Benson
Guitar : Wah Wah Watson
Fender Rhodes : William Bryant
Bass : Abraham Laboriel
Drums : Leon "Ndugu" Chancler
Percussion : Bill Summers
Keyboards & Drum Programming : David Gamson
Background vocals : Brian McKnight
Recorded at Devonshire, Los Angeles, CA & Oceanway Studios, Los Angeles, CA
Engineers : Stephen Stewart Short & David Ganson
Assistant Engineer : David Hecht
Mixed by Goh Hotoda at Right Track Studios, Los Angeles, CA
02 - Got To Be There
Guitar & Vocals : George Benson
Synthesizer : Melvin Davis
Keyboards, Drum Programming, Sequencing & Arrangement : Gary Henry
Recorded at Broadway Productions Studios, Englewood, NJ & Hide-Out Digital, Hillside, NJ
Engineer : Kendal Stubbs
Mixed by Gary Henry & Bob Rosa at Electric Lady, NYC
Assistant Engineer : Jennifer Bette
03 - My Heart Is Dancing
Guitar : George Benson
Bass : Freddie Washington
Piano : Bob James
Electric Piano : Richard Tee
Flute : Hubert Laws
Saxophone : Kirk Whalum
Flugelhorn : Randy Brecker
Drums : Omar Hakim
Synthesizer Programming : Max Risenhoover
Recorded at The Power Station, NYC
Engineer : Al Schmitt
Assistant Engineer : Todd Whitelock
Additional Engineering : Matthew LaMonica Assisted by Victor Deyglio
Mixed by Bill Schnee at Schnee Studios, Los Angeles, CA
04 - Love Of My Life
Guitar & Lead vocals : George Benson
Bass : Nathan East
Piano : David Witham
Keyboards : Joseph Joubert
Saxophone : Roger Byam
Drums : Harvey Mason
String Arrangement : Claude Gaudette
Rhythm Arrangement : Joseph Joubert
Conductor : Bruce Frazier
Recorded at Schnee Studios, Los Angeles, CA & Broadway Productions Studios, Englewood, NJ
Engineer : Bill Schnee
Mixed by Bill Schnee at Schnee Studios, Los Angeles, CA
05 - Kiss And Make Up
Guitar : George Benson
Rhythm Guitar : Jeff Mironov
Keyboards : Ronnie Foster
Percussion : Paulinho Da Costa
Bass & Additional Synthesizer Programming : Michael Colina
Drum Programming : Max Risenhoover
Background vocals : Darryl Tookes, Sharon Jerry-Collins, Dennis Collins & Angela Clemmons-Patrick
Recorded at Schnee Studios, Los Angeles, CA & Soundtack, NYC
Engineer : Bill Schnee
Additional Recording : Ray Bardani
Assistant Engineer : Todd Childress
Mixed by Bill Schnee at Schnee Studios, Los Angeles, CA
06 - Come Into My World
Background vocals : George Benson
Lead vocals : Gwen Guthrie
Electric Piano : Steven Benson Hue
Keyboards & Arrangement : Gary Henry
Drum Programming & Sequencing : Steven Benson Hue & Gary Henry
Recorded at Broadway Productions Studios, Englewood; NJ, House Of Music, West Orange, NJ; DML Studios, East Orange, NJ & Hide-Out Digital, Hillside, NJ
Engineer : Kendal Stubbs
Mixed by Bob Rosa & Gary Henry at Electric Lady, NYC & House Of Music, West Orange, NJ
Assistant Engineer : Jennifer Bette
Produced by Gary Henry for Status Entertainement & George Benson for Broadway Productions
07 - Love Remembers
Guitar & Lead vocals : George Benson
Rhythm Guitar : Jeff Mironov
Bass : Nathan East
Piano : Bob James
Electric Piano : Richard Tee
Saxophone : Kirk Whalum
Drums : Omar Hakim
Synthesizer Percussion & Programming : Max Risenhoover
Background vocals : Lisa Fischer, Vaneese Thomas, Sharon Bryant, Jeanne Ricks & Hilary James
Recorded at The Power Station, NYC
Engineer : Al Schmitt
Assistant Engineer : Todd Whitelock
Additional Engineering : Matthew LaMonica, Assisted by Victor Deyglio
Additional Recording & Remixing at Soundtrack, NYC
Additional Arranging & Remixing : Michael Colina & Ray Bardani
Remix Engineering : Ray Bardani
Assistant Engineer : Todd Childress
Produced by Bob James
08 - Willing To Fight
Guitar : George Benson
Rhythm Guitar : Jeff Mironov
Bass : Will Lee
Piano : Bob James
Tenor Saxophone & Arrangement : Kirk Whalum
String Synthesizer : Gary Henry
Drums : Omar Hakim
Percussion : Leonard Gibbs
Synthesizer Programming : Max Risenhoover
Recorded at The Power Station, NYC & Broadway Productions Studios, Englewood, NJ
Engineer : Al Schmitt
Assistant Engineer : Todd Whitelock
Additional Engineering : Matthew LaMonica, Assisted by Victor Deyglio
Mixed by Elliot Scheiner at The Power Station, NYC
Assistant Engineer : Dann Wojnar
Produced by Bob James
09 - Somewhere Island
Guitar : George Benson
Bass : Freddie Washington
Piano : Michael Bearden
Electric Piano : Richard Tee
Flute : Hubert Laws
Saxophone : Kirk Whalum
Drums : Omar Hakim
Percussion : Leonard Gibbs
Synthesizer Programming : Max Risenhoover
Arrangement : Michael Bearden
Recorded at The Power Station, NYC
Engineer : Al Schmitt
Assistant Engineer : Todd Whitelock
Additional Engineering : Matthew LaMonica, Assisted by Victor Deyglio
Mixed by Elliot Scheiner at The Power Station, NYC
Assistant Engineer : Dann Wojnar
Produced by Bob James
10 - Lovin' On Borrowed Time
Guitar & Lead vocals : George Benson
Rhythm Guitar : Pat Kelley
Bass : Larry Kimpel
Piano & Strings : Randy Waldman
Keyboards : John F. Hammond
Background vocals : Rose Stone, Olivia McClurkin & Alfie Silas
Recorded at Schnee Studios, Los Angeles, CA
Engineers : Bill Schnee & Jimmy George
Assistant Engineer : John Hendrickson
Mixed by Bill Schnee at Schnee Studios, Los Angeles, CA
Produced by George Benson for Broadway Productions & Jimmy George for George/Auspitz Productions
11 - Lost In Love
Guitar : George Benson
Rhythm Guitar : Phil Upchurch
Bass : Nathan East
Keyboards : Randy Waldman & Ronnie Foster
Drums : Stephen Ferrone
Percussion : Paulinho Da Costa
Additional Arranging : Michael Colina
Recorded at Schnee Studios, Los Angeles, CA
Engineer : Bill Schnee
Assistant Engineers : Chris Rich & Tim Lauber
Mixed by Gary Chester at Edison Studios, NYC
Assistant Engineer : Yvonne Yedibilian
Produced by George Benson for Broadway Productions & Charles Wallert
12 - Calling You
Guitar & Lead vocal : George Benson
Guitar : Michael Landau
Bass : John Patitucci
Keyboards : Aaron Zigman
Trumpet : Chuck Findley
Background vocals : Gerry Knight
Synthesizer Programming : Eric Hanson
Rhythm Programming : Sunny Delight
Recorded a Westlake Studos, Hollywood, CA
Engineer : Daren Klein
Mixed by Darren Klein at Westlake Studios, Hollywood, CA
Produced & Arranged by Stewart Levine for Wow Productions Ltd.