Side 1
02 - Bon Apetite (Steve Cropper & Eddie Floyd)
03 - Spunky (Melanie)
04 - Runnin' After Love (Melanie)
05 - We Can Work It Out (John Lennon & Paul McCartney)
02 - Let It Be Me (Melanie)
03 - Yankee Man (Melanie)
04 - Record People (Melanie)
05 - California Dreamin' (John Phillips & Michelle Phillips)
Produced & Directed by Peter Schekeryk for Phonogenic Productions
Music Direction : Hugh McCracken
Recorded at The Hit Factory, New York City
Basic Tracks Engineered by Ed Sprigg / Assistant Engineer : Ted Spencer
Sweetening & Overdubs by Michael Getlin
Mixing Engineer : Michael Getlin / Assistant Engineer : Ted Spencer
Mixed by Peter Schekeryk & Hugh McCracken
Side 1
Melanie : Vocals
Michael Brecker : Tenor Saxophone Solo
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Rubens Bassini : Percussion
Horn Section :
The Brecker Bros. : Randy Brecker & Michael Brecker with Lou Marini & David Sanborn
Cynthia Jackson, Teri Jo Burnet, Beverly Owens, Linda Smith & Jimmy McLaine : Background vocals
Horn Arrangement by Hugh McCracken
02 - Bon Apetite
Melanie : Vocals
Randy Brecker : Flugelhorn
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Rubens Bassini : Percussion
Strings Arranged & Conducted by Bill Eaton
03 - Spunky
Melanie : Vocals
Michael Brecker : Tenor Saxophone Solo
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Arthur Jenkins : Congas & Percussion
Rubens Bassini : Percussion & Cowbell
Horn Section :
The Brecker Bros. : Randy & Michael Brecker with David Sanborn
Horn Arrangement by Michael Brecker
Strings Arranged & Conducted by Bill Eaton
04 - Runnin' After Love
Melanie : Vocals
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Rubens Bassini : Percussion
Laura Scott & Cathy Nativo : Background vocals
Strings Arrangement by Hugh McCracken
05 - We Can Work It Out
Melanie : Vocals
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Steve Jordan : Percussion
Strings Arranged & Conducted by Bill Eaton
Side 2
Melanie : Vocals
Michael Brecker : Tenor Saxophone Solo
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Horn Section :
The Brecker Bros. : Randy & Michael Brecker with David Sanborn and Eddie Daniels
Horns & strings Arranged & Conducted by Bill Eaton
02 - Let It Be Me
Melanie : Vocals
David Sanborn : Alto Saxophone Solo
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Strings Arranged & Conducted by David Campbell
03 - Yankee Man
Melanie : Vocals
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Dan Dugmore : Pedal Steel
Rubens Bassini : Percussion
Strings Arranged & Conducted by David Campbell
04 - Record People
Melanie : Vocals
Hugh McCracken : Guitars
Richard Tee : Piano & Keyboards
Will Lee : Bass
Chris Parker : Drums
Ken Bishel : Special Effects on "The Cat"
Strings Arranged & Conducted by Bill Eaton
05 - California Dreamin'
Melanie : Vocals
Richard Tee : Piano