Label : Atlantic Recording Corporation
Side One01 - One More Round (Jessica Harper, Allee Willis & Danny Sembello)
02 - Some People's Lives (Janis Ian & Rhonda Fleming)
03 - Miss Otis Regrets (Cole Porter)
04 - Spring Can Really Hang You Up The Most (Fran Landesman & Tommy Wolfe)
05 - Night And Day (Roxanne Seeman & Billie Hughes)
06 - The Girl Is On To You (Jude Johnstone)
Side Two
01 - From A Distance (Julie Gold)
02 - Moonlight Dancing (Diane Warren)
03 - He Was Too Good To Me / Since You Stayed Here (Richard Rogers & Lorenz Hart) / (Peter Larson & Josh Rubins)
04 - All Of A Sudden (Nathalie Archangel & Scott Wilk)
05 - The Gift Of Love (Billy Steinberg, Tom Kelly & Susanna Hoffs)
Produced by Arif Mardin for Deniz Productions, Inc.
Associate Producer : Marc Shaiman
Recorded & Mixed by Jack Joseph Puig
Assistant Engineers : Ken Felton, Rob Harvey, Clif Norrell, Anthony Saunders, Ed Korengo, Bob Loftus, James Nichols, Gabe Moffat, Jamey Staub (Additional Mixing & Recording on "One More Round" by Joe Mardin, Eddie Garcia, Nick Sansano & Michael O'Reilly)
Recorded at Ocean Way Studios, Studio 55, Studio Ultimo (LA), Battery Studios, BMG Studios, Electric Lady Studios & Greene Street Recording, Inc. (NY)
Mixed at Electric Lady Studios (NY) & Studio 55 (LA)
Mastered at The Mastering Lab by Doug Sax
Production Coordinators : Marsha Burns
Additional Coordination : Vicky Germaise, Lisa Maldonado
Orchestra Contractors : Frank DeCaro, Gene Orloff
Side One
01 - One More Round
Arranged by Joe Mardin, Marc Shaiman & Arif Mardin
Keyboards & Programming : Joe Mardin
Percussion : Steve Kroon
All Vocals by Bette Midler
02 - Some People's Lives
Arranged & Conducted by Marc Shaiman
Piano : Marc Shaiman
Concertmaster : Sid Page
03 - Miss Otis Regrets
Arranged & Conducted by Marc Shaiman
Piano : Bernie Layton
Guitar : Gene Bertoncini
Bass : Ron Carter
Drums : Grady Tate
Clarinet Solo : Phil Bodner
04 - Spring Can Really Hang You Up The Most
Arranged & Conducted by Marc Shaiman
Concertmaster : Bruce Dukov
Tenor Saxophone Solo : Nino Tempo
05 - Night And Day
Arranged by Joe Mardin, Billie Hughes & Arif Mardin
Keyboards, Programming & Solo : Joe Mardin
06 - The Girl Is On To You
Arranged & Conducted by Marc Shaiman
Keyboards & Programming : Robbie Buchanan
Additional Synthesizers : Michael Boddicker
Guitars : Michael Landau, Dean Parks
Bass : Neil Stubenhaus
Drums : Carlos Vega
Percussion : Gary Coleman
Soprano Sax Solo : Andy Snitzer
Side Two
01 - From A Distance
Arranged by Arif Mardin & Steve Skinner
Keyboards : Robbie Buchanan
Guitar : Michael Landau
Bass : Neil Stubenhaus
Drums : Carlos Vega
Background vocals : David Lasley, Charlotte Crossley, John West, Myrna Smith, Eugene Van Buren, JoAnn Harris, Cissy Houston & The Radio Choir If New Hope Baptist Church - Newark, N.J.
All Vocals by Bette Midler
Vocals Arranged by Marc Shaiman
02 - Moonlight Dancing
Arranged & Conducted by Joe Mardin
Keyboards & Programming : Joe Mardin
Additional Programming : Guy Roche, Robbie Buchanan
All Vocals by Bette Midler
Vocals Arranged by Marc Shaiman
03 - He Was Too Good To Me / Since You Stayed Here
Orchestra Arranged & Conducted by Arif Mardin
Basic Rhythm Arrangement by Marc Shaiman
Piano : Marc Shaiman
Bass : Jay Leonhart
Concertmaster : Gene Orloff
04 - All Of A Sudden
Arranged by Joe Mardin
Keyboards & Programming : Joe Mardin
Guitar : John McCurry
Background vocals : Ula Hedwig, Joe Mardin, George Merrill
05 - The Gift Of Love
Arranged by Arif Mardin & Robbie Buchanan
Keyboards & Programming : Robbie Buchanan
Additional Synthesizers : Michael Boddicker
Guitars : Dean Parks, Andrew Gold
Bass : Neil Stubenhaus
Drums : Carlos Vega
Background vocals : Tom Kelly, Maria Vidal
Vocals Arranged by Tom Kelly