Label : CBS, Inc.
Side A01 - No Pain, No Gain (Billy Newton-Davis & Andy Goldmark)
02 - I Can't Take It (Billy Newton-Davis & Brian MacLeod)
03 - Can't Live With You, Can't Live Without You (Dan Hill & John Parker)
04 - Spellbound (Billy Newton-Davis & Brian MacLeod)
05 - All I Really Need (Billy Newton-Davis & Tim Thorney)
Side B
01 - Perfect Crime (Andy Goldmark & Martin Briley)
02 - Heartless (Billy Newton-Davis & Lisa Dalbello)
03 - What About Love (Billy Newton-Davis & Tim Thorney)
04 - Tell Me Something I Don't Know (Billy Newton-Davis, Bob Halligan & Phil Galdston)
05 - Stop Me (Before I Dream Again) (Billy Newton-Davis, G. Komarin & Phil Galdston)
Side A
01 - No Pain, No Gain
Billy Newton-Davis : Vocals, Backing vocals
Andy Goldmark : Keyboards, Synth Bass, Drum Programming
Robbie Kilgore, Jeff Bova, Billy Cobin : Keyboards
Paul Jackson Jr., Paul Pesco : Guitars
Carol Steele : Percussion
Produced by Andy Goldmark
Engineers : Dave Dachinger, Glenn Holguin
Assistant Engineer : Matt Hathaway
Mixed by Bob Rosa
Studios : Unique Recording Studios, NY, NY ; Studio 55, LA? CA
Production Coordinator : Gina Silvester
02 - I Can't Take It
Billy Newton-Davis : Vocals
Brian MacLeod : Keyboards, Drum Programming
Andy Goldmark : Keyboards, Synth Bass, Percussion
Robbie Mathes : Electric Guitar
Lenny Pickett : Sax
Matthew Frenette : Drums
Mike Reno : Vocal Cameo
Brian MacLeod, Cecile Laroshelle, Sean Hosein, Joani Bye : Backing vocals
Co-Produced by Brian MacLeod for A&F Music Ltd. & Andy Goldmark
Engineers : Dale Penner, Dave Dachinger
Assistant Engineer : Ken Lomis
Mixed by Patrick Glover
Remixed by Bob Rosa
Studios : Mushroom Studio, Vancouver, B.C. ; Little Mountain Studios, Vancouver, B.C. ; The Carriage House Studios, Stamford, CT ; Skyline Studios, NY, NY ; Unique Recording Studios, NY, NY
03 - Can't Live With You, Can't Live Without You
Billy Newton-Davis : Vocals
Andy Goldmark : Keyboards, Drum Programming
Billy Cobin, Peter Wood, Philip Woo : Keyboards
Neil Stubenhaus : Bass
Dann Huff : Guitar
Jimmy Bralower : Drum Programming
Celine Dion : Featured Vocalist
Produced & Arranged by Andy Goldmark
Engineers : Dave Dachinger, Glenn Holguin
Assistant Engineer : John Herman
Mixed by Bob Rosa
Studios : Axis Recording Studios, NY, NY ; Unique Recording Studios, NY, NY ; Platinum Island Studios, NY, NY ; Skyline Recording Studios, NY, NY ; Steve Mitchell Studios, LA, CA
Special Assistance & Production Coordination by Joshua Latner
04 - Spellbound
Billy Newton-Davis : Vocals, Backing vocals
Brian MacLeod : Keyboards, Bass, Guitar, Drums
Andy Goldmark : Keyboards, Synth Horns
Brian MacLeod : Backing vocals
Produced by Brian MacLeod for A&F Music Ltd.
Additional Production & Remix by Andy Goldmark
Engineers : Dale Penner, Dave Dachinger
Assistant Engineer : Ken Lomis
Mixed by Patrick Glover
Remixed by Bob Rosa
Studios : Mushroom Studio, Vancouver, B.C. ; Little Mountain Studios, Vancouver, B.C. ; Skyline Studios, NY, NY ; The Carriage House Studios, Stamford, CT ; Unique Recording Studios, NY, NY
05 - All I Really Need
Billy Newton-Davis : Vocals, Backing vocals
Domenic Troiano : Guitar
Jorn Anderson : Drums
Vernon Dorge : Sax
Richard Evans : Keyboards
Tim Thorney : Additional Keyboards
Scott Humphrey : Programming
Jocelyn Brown : Vocal Cameo
Dalbello, Rachel Oldfield, Emma Brown, Tim Thorney, Joel Feeney : Backing vocals
Produced by Terry Brown
Additional Production by Andy Goldmark
Engineers : Steve Ibelshausser, Dave Dachinger
Assistant Engineer : Rick Anderson
Mixed by Mike Jones
Studios : McClear Place Studios, Toronto, Ontario ; Skyline Studios, NY, NY
Side B
01 - Perfect Crime
Billy Newton-Davis : Vocals
Andy Goldmark : Drum Programming, Keyboard Synthesizer, Backing vocals
Martin Briley : Guitar, Drum Programming, Keyboard Synthesizer
Produced by Andy Goldmark
Engineer : Andy Goldmark
Mixed by Andy Goldmark
Studio : Rockbottom Studio A, NYC, NY
02 - Heartless
Billy Newton-Davis : Vocals, Backing vocals
Richard Evans : Keyboards
Brian MacLeod : Guitar, Keyboards
Domenic Troiano : Guitar
Lou Pomanti : Bass Keyboard
Jorn Anderson : Drums
Dalbello : Backing vocals
Produced by Brian MacLeod for A&F Music Ltd.
Mixed & Additional Production by Terry Brown
Engineers : Dale Penner, Steve Ibelshauser
Assistant Engineer : Rick Anderson
Mixed by Mick Jones
Studios : Mushroom Studio, Vancouver, B.C. ; McClear Place Studios, Toronto, Ontario
03 - What About Love
Billy Newton-Davis : Vocals
Brian MacLeod : Guitar, Bass, Keyboards, Drum Programming
Matthew Frenette : Drums, Percussion
Brian MacLeod, Cecile Laroshelle, Sean Hosein, Joani Bye : Backing vocals
Produced by Brian MacLeod for A&F Music Ltd.
Engineer : Dale Penner
Assistant Engineer : Ken Lomis
Mixed by Patrick Glover
Studios : Mushroom Studio, Vancouver, B.C. ; Little Mountain Studios, Vancouver, B.C.
04 - Tell Me Something I Don't Know
Billy Newton-Davis : Vocals
Brian MacLeod : Guitar, Bass, Keyboards, Drum Programming
Matthew Frenette : Drums, Percussion
Paul Dean : Guitar Solo
Brian MacLeod, Cecile Laroshelle, Sean Hosein, Joani Bye : Backing vocals
Produced by Brian MacLeod for A&F Music Ltd.
Engineer : Dale Penner
Assistant Engineer : Ken Lomis
Mixed by Patrick Glover
Studios : Mushroom Studio, Vancouver, B.C. ; Little Mountain Studios, Vancouver, B.C.
05 - Stop Me (Before I Dream Again)
Billy Newton-Davis : Vocals
Brian MacLeod : Guitar, Bass, Keyboards, Drum Programming
Matthew Frenette : Drums, Percussion
Ene Wordt : Bass
Brian MacLeod, Cecile Laroshelle, Sean Hosein, Joani Bye : Backing vocals
Produced by Brian MacLeod for A&F Music Ltd.
Engineer : Dale Penner
Assistant Engineer : Ken Lomis
Mixed by Patrick Glover
Studios : Mushroom Studio, Vancouver, B.C. ; Little Mountain Studios, Vancouver, B.C.