Label : Mercury Records
01 - Moods (Will Downing & Rex Rideout)02 - That Good Morning Love (Will Downing, Rex Rideout & Armstead Christian)
03 - Don't Wait For Love (Will Downing, Ronnie Garrett & Vastine Pettis)
04 - Sorry, I (Will Downing, Rex Rideout & Armstead Christian)
05 - I Can't Make You Love Me (M Reid & A Shamblin)
06 - Just To Be With You (Will Downing & Rex Rideout)
07 - Stella By Starlight (Victor Young & Ned Washington)
08 - Inseparable (Charles Henry Jackson Jr. & Marvin Jerome Yancy)
09 - Just A Game (Bryan Loren)
10 - Fall In Love Again (Will Downing & Rex Rideout)
12 - Hold On (Reggie Griffin & Regis Branson))
13 - Where Is The Love (Lionel Bart)
14 - Moods (Interlude) (Will Downing & Rex Rideout)
01 - Moods
All Vocals : Will Downing
Percussion : Bashiri Johnson
Keyboards : Rex Rideout
Engineered by Aman Malik at Mixed Impression
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
02 - That Good Morning Love
Drums : Omar Hakim
Bass : Ronnie Garrett
Keyboards & Piano : Rex Rideout
Guitar : Ira Siegel
Background vocals : Will Downing, Cindy Mizelle
Percussion : Ralph MacDonald
Sax Solo : Roger Bryan
Engineered by Alec Head, Mark Partis
Mixed by Carl Beatty at Electric Lady Studio
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
03 - Don't Wait For Love
Featuring Jonathan Butler
Drums : Omar Hakim
Bass : Ronnie Garrett
Keyboards : Rex Rideout
Guitar : Jeff Mironov
Solo Guitar : Jonathan Butler
Percussion : Bashiri Johnson
Horn Section : Cutis Folkes, Roger Byams, Russ Johnson
Background vocals : Will Downing, Ronnie Garrett
Engineered by Alec Head, Mark Partis
Mixed by Erik Zobler at Mama Jo's Studio
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
04 - Sorry, I
Drums : Buddy Williams
Bass : Anthony Jackson
Keyboards : Rex Rideout
Guitar : Clarence Brice
Background vocals : Will Downing, Antoinette Robertson
Studio : Easthill Recording, Mixed Impression
Engineered by Alec Head, Aman Malik
Mixed by Erik Zobler
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
05 - I Can't Make You Love Me
Vocals : Will Downing & Marva King
Keyboards : Ronnie Foster
Fretless Bass : Jimmy Johnson
Guitar : Michael Thompson
Percussion : Luis Conte
Drums : Harvey Mason
Arrangement : Ronnie Foster
Mixed by Don Murray
Produced by Ronnie Foster
06 - Just To Be With You
Keyboards & Drum Programming : Rex Rideout
Guitar : Greg Skaff
Background vocals : Will Downing
Engineered by Alec Head, Dave Scheuer
Mixed by Carl Beatty
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
07 - Stella By Starlight
Vocal & Background vocals : Will Downing
Keyboards : Ronnie Foster
Bass : Larry Kimpel
Rhythm Guitar : Ray Fuller
Guitar Solo : Perry Hughes
Percussion : Luis Conte
Drums : Harvey Mason
Arrangement : Ronnie Foster
Recorded at Sunset Sound, Castle Oaks, Bimmer Music Co.
Engineered by Brad Gilderman, Cal Harris, Ronnie Foster
Assistant Engineer : Mike Piersante
Mixed by Don Murray
Produced by Ronnie Foster
08 - Inseparable
Arrangement : Rex Rideout & Will Downing
Drums : Buddy Williams
Bass : Ronnie Garrett
Keyboards : Vance Taylor
Synthesizers : Rex Rideout
Piano Solo : Vance Taylor
Percussion : Bashiri Johnson
Background vocals : Will Downing, Audrey Wheeler, Ronnie Garrett
Engineered by Doug DeAngelis
Mixed by Carl Beatty at Axis Studios
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
09 - Just A Game
Drums : Marvin 'Smitty' Smith
Bass : Kenny Davis
Piano : Onaje Allan Gumbs
Strings : John Blake, Anita Hill, Carlos Baptiste, David Blinn
Sax Solo : Art Porter
Arrangement : Onaje Allan Gumbs
Studio : Rightrack Platinum Island
Engineered by Alec Head, Mark Partis, Doug DeAngelis
Mixed by Alec Head at Beartracks Studio
Produced by Will Downing for Blue Crystal Productions & Onaje Allan Gumbs for Sound Sensitive Productions
10 - Fall In Love Again
Programming & Keyboards : Rex Rideout
Guitar : Mike Campbell
Bass : Ronnie Garrett
Background vocals : Will Downing, Dwight Thompson
Engineered by Aman Malik
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
12 - Hold On
Keyboards & Drum Programming : Rex Rideout
Background vocals : Will Downing, B.J. Nelson, Craig Derry, Vance Taylor, Ronnie Garrett
Guitar : Jeff Lee Johnson
Engineered by Mark Partis, John Wall, Alec Head
Mixed by Carl Beatty
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
13 - Where Is The Love
From The Musical 'Oliver'
Keyboards (Rhodes) : Vance Taylor
Synthesizers : Rex Rideout
Background vocals : Will Downing, Vance Taylor, Ronnie Garrett
Arrangement : Rex Rideout
Studio : Platinum Island
Mixed by Alec Head
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
14 - Moods (Interlude)
Featuring Gerald Albright
Sax & Flutes : Gerald Albright
All Vocals : Will Downing
Percussion : Bashiri Johnson
Keyboards : Rex Rideout
Engineered by Aman Malik at Mixed Impressions
Produced by Will Downing for Blue Crystal Productions & Rex Rideout for Uncle Buddies Music
