Side One
02 - It Wouldn't Have Made Any Difference (Todd Rundgren)
03 - Two Strong Hearts (Andy Hill & Bruce Woolley)
04 - Once In A While (Bud Green & Michael Edwards)
05 - Fallen (Lauren Wood)
02 - From A Whisper To A Scream (Preston Glass & Steven Birch)
03 - Ain't No Woman (Like The One I've Got) (Dennis Lambert & Brian Potter)
04 - Just Like You (Jeff Pescetto)
05 - Love Brought Us Here Tonight (Allan Rich, Stephen Geyer & Smokey Robinson)
"I'm On The Outside Looking In", "It Wouldn't Have Made Any Difference", "Two Strong Hearts" (Duet with Dionne Warwick), "Once In A While", "Fallen"
Produced by Peter Bunetta & Rick Chudacoff for Ripe Productions
Bass : Rick Chudacoff
Drums : Peter Bunetta
Percussion : Paulinho Da Costa
Guitar : Dann Huff, except*
Background vocals : Leslie Smith
Additional Recording at Lion Share Recording Studio
Recorded by Daren Klein
Additional Recording by Frank Wolf, Gary Wagner, Tommy Vicari
Mixed by Mick Guzauski
Assistant Engineers : Marnie Riley, Bryant Arnett, Karen Siegel, Ray Pyle
"Daydreamin'", "From A Whisper To A Scream", "Ain't No Woman (Like The One I've Got)"
Background vocals : Frankie Blue, Joe Ericksen, DeVere Duckett, Craig Thomas
Recorded at Studio Ultimo, West Hollywood, CA
Mixed at One On One Studio, North Hollywood, CA
Engineered & Mixed by Maureen Droney
Assistant Engineers : Mitch Zelezny, Bernard Frings
Bass : Neil Stubenhaus
Guitar : Nick Brown
Piano, Synthesizers : Robert Kraft
Percussion : Jorge Bermudez
Saxophone : Michael Paulo
Background vocals : Darryl Phinnessee, Dorian Holley, Sheryl Crow, Lynn David
Additional Synth Programming : Greg Bartheld
Assistant Engineers : Russell Bracher & Stacy Baird
Recorded in Los Angeles at Ocean Way Studios, The Five Spot, Ignited Studios & Kren Studios
"Just Like You" Mixed by Ed Thacker at The Grey Room, Hollywood, CA
"Love Brought Us Here Tonight" Mixed by Daren Klein at Ocean Way Studios, Hollywood, CA
Additional Percussion by Robert Kraft
Mastered at Bernie Grundman Mastering / LA