01 - Nearness Of You (Hoagy Carmichael & Ned Washington)
02 - Calling You (Bob Telson)
03 - I Saw Your Smile (Marc Jordan & Lou Pomanti)
04 - Walk On The Wild Side (Lou Reed)
05 - Both Sides Now (Joni Mitchell)
06 - What Are You Doing For The Rest Of Your Life (Michel Legrand, Alan & Marilyn Bergman)
07 - Wild Horses (Mick Jagger & Keith Richards)
08 - He's Going To Break Your Heart (Marc Jordan & Steve MacKinnon)
09 - People Get Ready (Curtis Mayfield)
Produced, Arranged & Orchestrated by Lou Pomanti
Co-Produced & Co-Arranged by Marc Jordan
Piano, All Keyboards, Programming : Lou Pomanti
Bass : Marc Rogers
Drums : Larnell Lewis, Lyle Molzan ("Wild Horses", "Walk On The Wild Side", "People Get Ready"), Mark Kelso ("I Saw Your Smile")
Trumpet Solos by Randy Brecker
Sax Solos by Mike Murley
Vocal on "Calling You" : Measha Brueggergosman
Acoustic Guitar : Tommy Emmanuel, Mike Francis
Electric Guitar, Dobro, Guitar FX : Kevin Breit
Electric Guitar on "People Get Ready" : Justin Abedin
Oboe : Lesley Young
Flute, Clarinet, Bass Clarinet : John Johnson
Trumpet on "Walk On The Wild Side" : Tony Carlucci
Strings ("I Saw Your Smile")
Drew Jurecka & Lydia Munchinsky (Cello)
BG Vocals : Amoy Levy, Billy Newton-Davis, Wendy Lands, Lou Pomanti, Amy Sky, Zoe Sky Jordan, Ezra Jordan, Marc Jordan & The Blind Rabbis of Rosedale
Sound Design - Marc Jordan
Bed Tracks Recorded at Revolution Recording, Toronto
Engineered by John Bailey
Vocal Recording & Overdubs Recorded at Lou Pomanti Music by Lou Pomanti
Additional Vocal Recorded by Taylor Kernohan
Mixed by John Bailey
Mastered by David Travers-Smith