01 - Bawls (Larry Klimas)
02 - Off The Beaten Path (Larry Klimas)
03 - Ganja (Larry Klimas)
04 - What's Goin' On (Marvin Gaye, Alfred Cleveland & Renaldo Benson)
05 - Desire (Larry Klimas)
06 - Stranger Things Have Happened (Larry Klimas)
07 - Under Your Spell (Larry Klimas)
08 - That's The Beauty Of It (Larry Klimas)
09 - One For The Old Man (Larry Klimas)
01 - Bawls
Produced by David Garfield, Michael Landau & Larry Klimas
Arranged by Larry Klimas & David Garfield
Engineered by Scott Carlson & Dave DeMore at RCA Studios, 1980; Alan Hirshberg & J.J. Blair at Fox Force Five Studios, 1997
Keyboards Recorded at "I'm Hating Midi Studios"
John Jessel at The SteakHouse, 1998
Mixed by Michael Landau at Roodis Tones Studios 1999
Larry Klimas : Tenor Sax
David Garfield : Keyboards
Michael Landau : Guitar
Vinnie Colaiuta : Drums
John Pierce : Bass
Lenny Castro : Percussion
02 - Off The Beaten Path
Produced by David Garfield, Larry Klimas & Simon Phillips
Arranged by Larry Klimas & David Garfield
Engineered by Simon Phillips at Coy Studios, John Leftwich at Leftway Studios, Steve Sykes at The SteakHouse
Mixed by Simon Phillips at Coy Studios
Larry Klimas : Tenor Sax
David Garfield : Keyboards
Ricardo Silveira : Guitar
Simon Phillips : Drums
Jimmy Johnson : Bass
Rick Braun : Trumpet & Flugelhorn
Nick Lane : Trombone & Bass Trombone
03 - Ganja
Produced by David Garfield, John Peña & Larry Klimas
Arranged by David Garfield
Engineered by John Peña at Johnny Slamm Studios & Steve Sykes at The Office
Assistant Engineer : Billy Sherwood
Mixed by Steve Sykes at Johnny Slamm Studios
Larry Klimas : Tenor & Soprano Sax, Flutes
David Garfield : Keyboards & Programming
Mike Miller : Clean Rhythm Guitar & (2nd Solo)
Steve Farris : Wah Wah Rhythm Guitar & (1st & 3rd Solo)
John Peña : Bass
Gregg Bissonette : Drums
Luis Conte : Percussion
Ralf Rickert : Flugelhorn
04 - What's Goin On
Produced by David Garfield, Larry Klimas & Jason Scheff
Arranged by David Garfield & Jason Scheff
Vocals Arranged by Bill Champlin & Joseph Williams
Engineered by Darren Mora at Shemp's Studio
Assistant Engineer : Morris Less
Mixed by Steve Sykes at Brauntosoarus Studios with Special Assistance from Rick Braun
Larry Klimas : Tenor & Baritone Sax
David Garfield : Keyboards
Tim Pierce : Guitars
Steve Ferrone : Drums
Jason Scheff : Bass, Lead & Backing vocals
Bill Champlin & Joseph Williams : Backing vocals
05 - Desire
Produced & Arranged by Larry Klimas
Engineered by Arthur Barrow at Lotek Studios
Larry Klimas : Soprano Sax
Arthur Barrow : Drum Programming, Keys & String Arrangement
James Earl : Bass
06 - Stranger Things Have Happened
Produced & Arranged by Larry Klimas
Engineered by Arthur Barrow at Lotek Studios
Larry Klimas : Tenor Sax
David Garfield : Fender Rhodes
Carlos Vega : Cymbals
Arthur Barrow : Drum Programming, Bass & Organ
Mike Miller : Guitar
Pat Murphy : Percussion
07 - Under Your Spell
Produced & Arranged by Larry Klimas
Engineered by Arthur Barrow at Lotek Studios
Larry Klimas : Vocals & Soprano Sax
David Garfield : Keyboards
Carlos Vega : Cymbals
Arthur Barrow : Drum Programming, Bass & Strings
08 - That's The Beauty Of It
Produced by David Garfield & Larry Klimas
Arranged by David Garfield
Engineered by Alan Hirshberg at Studio Ultimo, 1987
Tapes Baked by "Quantagey" (Darren Mora)
Steve Sykes at The SteakHouse
Assistant Engineers : Lee Brench & Rex Coggins
Mixed by Steve Sykes at Johnny Slamm Studios
Larry Klimas : Tenor Sax
David Garfield : Keyboards
Steve Lukather : Guitar
Carlos Vega : Drums
Nathan East : Bass
Lenny Castro : Percussion
Walt Fowler : Trumpet & Flugelhorn
Ernie Watts : Tenor Sax
Brandon Fields : Alto Sax
09 - One For The Old Man
Produced & Arranged by Larry Klimas
Engineered by Arthur Barrow at Lotek Studios
Larry Klimas : Tenor Sax
David Garfield : Fender Rhodes
James Earl : Bass
Dave Karasony : Snare Drums
Greg Ellis : Percussion
Arthur Barrow : Drum Programming