Side One
02 - Don't Close Your Eyes, Tonight (Richard Kerr & Frank Musker)
03 - She'll Break You (Richard Kerr & Tom Jans)
04 - Where Are They Now? (Richard Kerr & John Bettis)
05 - Trying To Make You Smile (Richard Kerr & Tom Jans)
02 - You Made It Beautiful (Richard Kerr & Troy Seals)
03 - Dance Away (Richard Kerr & Troy Seals)
04 - Somewhere In The Night (Richard Kerr & Will Jennings)
05 - When The Good Times Come Again (Richard Kerr & Will Jennings)
Keyboards & Synthesizers : Bill Cuomo
Drums : Ralph Humphrey
Bass : Bill Bodine
Guitars : Steve Lukather, Tony Peluso & Joey Larson
Percussion : Steve Leshner
Sax : Jerry Peterson
Vocals & Piano : Richard Kerr
Produced by Richard Kerr
Rhythm Arrangements : Bill Cuomo (Except*)
String Arrangement on "Trying To Make You Smile" : Bill Cuomo
Background vocals on "Free", "The Night Is Full Of Dreams" & "Dance Away" : Richard Kerr, Jeffrey Osborne & Debi Neal
Background vocals on "Somewhere In The Night" : Richard Kerr, Jeffrey Osborne & Kim Carnes
*"Dance Away" :
Drums : Kenny Malone
Synthesizer : Bob Emmons
Guitar : Reggie Young
Bass : Joe Osborn
Rhythm Track Recorded at Audio Media, Nashville, Tennessee
Engineer : Pat McMakin
Original Rhythm Track of "Don't Close Your Eyes, Tonight" Recorded at Art Munson Studios, Los Angeles, California
Producer's Co-ordinator : Susan Feldman
Recording & Re-mix Engineer : Gary Skardina
2nd Engineer : George 'Corky' Hallal
Associate in Production : Gary Skardina
Recorded at Music Grinder Studios, Los Angeles, California
Mastered at A&M Studios, Los Angeles by Bernie Grundman