Label : Concord Music Group, Inc.
01 - Breathless (Rex Rideout, Taj Jackson & Lauren Evans)02 - Hello Like Before (Bill Withers & John Collins)
03 - Loving You (Kenny 'Babyface' Edmonds & Carole Bayer Sager)
04 - Just Friends (Kenny 'Babyface' Edmonds)
05 - The Real Thing (Stevie Wonder)
06 - Lazy Afternoon (John Latouche & Jerome Moross)
07 - Close To You (Bebel Gilberto & Guy Sigsworth)
08 - I Fell In (Phil Galdston & Shelea Frazier)
09 - October Sky (Javier Colon, Evan Rogers & Carl Sturken)
10 - Come On Strong (Sammy Cahn & Jimmy Van Heusen)
11 - If There Were No Song (Stephanie Lewis & Rob Mathes)
Produced by Kenny 'Babyface' Edmonds, Rob Mathes, Rex Rideout & Keith Thomas
Executive Producer : John Burk
Mixed by Mick Guzauski at Barking Doctor Studio, Mount Kisco, NY
Assistant Engineer : Tom Bender
Mastered by Robert Friedrich at Telarc International, Cleveland, OH
String Section :
Violins : Bruce Dukov (Concertmaster), Rebecca Bunnell, Darius Campo, Roberto Cani, Raymond Kobler, Johana Krejci, Natalie Leggett, Phillip Levy, Robin Olson, Alyssa Park, Katia Popov, Anatoly Rosinsky, Margaret Wooten
Violas : Brian Dembow, Roland Kato, Victoria Miskolczy, Irina Voloshina, David Walther
Celli : Stephen Erdody, Trevor Handy, Armen Ksajikian, Chritina Soule
Harp : Gayle Levant
01 - Breathless
Rex Rideout : Keyboard & Programming
Dean Parks : Acoustic Guitar
Michael Ripoll : Additional Acoustic Guitar
Abraham Laboriel Sr. : Bass
Abraham Laboriel Jr. : Drums
Michael White : Percussion
Vanessa Williams & Lauren Evans : Background vocals
Produced by Rex Rideout for Uncle Buddie's Music, Inc.
Strings Arranged & Conducted by Nicholas Lane
Strings Conducted by Joe Soldo
Recorded by Rex Rideout at KAR Studio, Sherman Oaks, Nathaniel Kunkel at NRG Recording, North Hollywood, CA & Seth Presant at G Studio Digital, Studio City, CA
Strings Recorded by Bill Smith at Capitol Studio B, Hollywood, CA
Assistant Engineer : Bruce Monical
Strings Pro Tools Engineer : Paul Smith
02 - Hello Like Before
Keith Thomas : Piano, Rhodes & Programming
Dean Parks : Classical Guitar
Abraham Laboriel Sr. : Bass
Abraham Laboriel Jr. : Drums
Eric Darken : Percussion
Mike Haynes : Trumpet Solo
Produced & Arranged by Keith Thomas for Levosia Entertainment, LLC
Strings Arranged & Conducted by Jorge Calandrelli
String Music Preparation : Brian Benson, Junko Tamura & Peter Tomashek
Strings Recorded by Joe Soldo
Recorded by Nathaniel Kunkel at NRG Recording, North Hollywood, CA
Assistant Engineers : Casey Lewis & Jonathan Crone
Vocals Recorded by Seth Presant at G Studio Digital, Studio City, CA
Strings Recorded by Bill Smith at Capitol Studio B, Hollywood, CA
Assistant Engineer : Bruce Monical
Strings Pro Tools Engineer : Paul Smith
Additional Recording by Jonathan Crone at Willowbrooke Studios, Franklin, TN
Production Coordination : Daryl Bush & Jonathan Crone
03 - Loving You
Michael Ripoll & Agape Jerry : Guitars
Rob Lewis : Piano
Ethan Farmer : Bass
Garrett Smith, Miguel Gandelman & Ray Monteiro - The Movement Orchestra Horns
The Movement Orchestra Horns Arranged by Rob Lewis
04 - Just Friends
Michael Ripoll : Guitars
Kenny 'Babyface' Edmonds : Drum Programming, Keyboards, Background vocals
Greg Phillinganes : Piano
Reggie Hamilton : Bass
Produced by Kenny 'Babyface' Edmonds
Recorded by Paul Boutin at Brandon's Way Recording, Los Angeles, CA
05 - The Real Thing
Rob Mathes : Acoustic Guitar & Rhodes
Ricky Gonzalez : Piano, Keyboards & Programming
Carlos Henriquez : Bass
Luisito Quintero : Percussion
Ozzie Melendez : Trombone
Raul Agraz : Trumpet
Produced, Arranged & Conducted by Rob Mathes
Associate Producer : Ricky Gonzalez
Rhythm & Horns Contracted by Ozzie Melendez
Recorded by Alex Venguer at Legacy Recording Studios, New York, NY & Wayne Warnecke at Peaceful Waters Music, Pound Ridge, NY
Assistant Engineer : Don Goodrick
Production Manager : Jill Dell'Abate
06 - Lazy Afternoon
Rex Rideout : Keyboard & Programming
Mike Lang : Rhodes
Dean Parks : Acoustic Guitar
Michael Ripoll : Additional Acoustic Guitar & Solo
Abraham Laboriel Sr. : Bass
Abraham Laboriel Jr. : Drums
Michael White : Percussion
Vanessa Williams & Kimberly Brewer : Background vocals
Produced & Arranged by Rex Rideout for Uncle Buddie's Music, Inc.
Co-Arranger : Darrell Crooks
Strings Arranged & Conducted by Nicholas Lane
Strings Conducted by Joe Soldo
Recorded by Rex Rideout at KAR Studio, Sherman Oaks, Nathaniel Kunkel at NRG Recording, North Hollywood, CA & Seth Presant at G Studio Digital, Studio City, CA
Strings Recorded by Bill Smith at Capitol Studio B, Hollywood, CA
Assistant Engineer : Bruce Monical
Strings Pro Tools Engineer : Paul Smith
07 - Close To You
Rob Mathes : Acoustic Guitar, Piano & Rhodes
Ricky Gonzalez : Keyboards & Programming
Carlos Henriquez : Acoustic & Electric Bass
Luisito Quintero : Percussion
Vanessa Williams : Background vocals
String Quartet : Elena Barrere (1st Violin), Katherine Livolsi (2nd Violin), Vincent Lionti (Viola) & Richard Locker (Cello)
Produced, Arranged & Conducted by Rob Mathes
Associate Producer : Ricky Gonzalez
Rhythm Contracted by Ozzie Melendez
Recorded by Alex Venguer at Legacy Recording Studios, New York, NY & Wayne Warnecke at Peaceful Waters Music, Pound Ridge, NY
Assistant Engineer : Don Goodrick
Production Manager : Jill Dell'Abate
08 - I Fell In
Keith Thomas : Piano & Programming
Dean Parks : Classical Guitar
Jonathan Crone : Acoustic & Electric Guitars
Abraham Laboriel Sr. : Bass
Abraham Laboriel Jr. : Drums
Eric Darken : Percussion
Vanessa Williams : Background vocals
Produced & Arranged by Keith Thomas for Levosia Entertainment, LLC
Strings Arranged & Conducted by Jorge Calandrelli
String Music Preparation : Brian Benson, Junko Tamura & Peter Tomashek
Strings Recorded by Joe Soldo
Recorded by Nathaniel Kunkel at NRG Recording, North Hollywood, CA
Assistant Engineers : Casey Lewis & Jonathan Crone
Vocals Recorded by Jonathan Crone at Willowbrooke Studios, Franklin, TN
Strings Recorded by Bill Smith at Capitol Studio B, Hollywood, CA
Assistant Engineer : Bruce Monical
Strings Pro Tools Engineer : Paul Smith
Additional Recording by Jonathan Crone at Willowbrooke Studios, Franklin, TN
Production Coordination : Daryl Bush & Jonathan Crone
09 - October Sky
Featuring Javier Colon (Duet Vocal)
Keith Thomas : Piano & Programming
Jonathan Crone : Electric Guitar
Craig Nelson : Bass
Derrek Phillips : Drums
Eric Darken : Percussion
Produced & Arranged by Keith Thomas for Levosia Entertainment, LLC
Strings Arranged & Conducted by Jorge Calandrelli
String Music Preparation : Brian Benson, Junko Tamura & Peter Tomashek
Strings Recorded by Joe Soldo
Recorded by Bill Whittington & Jonathan Crone at Willowbrooke Studios, Franklin, TN
Strings Recorded by Bill Smith at Capitol Studio B, Hollywood, CA
Assistant Engineer : Bruce Monical
Strings Pro Tools Engineer : Paul Smith
Production Coordination : Daryl Bush & Jonathan Crone
10 - Come On Strong
Mike Lang : Piano
Dean Parks : Electric Guitar
Dave Carpenter : Bass
Gregg Field : Drums
Gary Grant & Rick Baptist : Trumpets
Alan Kaplan : Trombone
Dan Higgins : Alto Sax
Pete Christlieb : Tenor Sax
Joel Peskin : Baritone Sax
Produced by Keith Thomas for Levosia Entertainment, LLC
Track, Strings & Horns Arranged by Tom Scott
Strings Conducted by Jorge Calandrelli
Strings Contracted by Joe Sold
Recorded by Nathaniel Kunkel at NRG Recording, North Hollywood, CA
Assistant Engineers : Casey Lewis & Jonathan Crone
Vocals Recorded by Seth Presant at G Studio Digital, Studio City, CA
Assistant Engineer : Bruce Monical
Strings & Horns Pro Tools Engineer : Paul Smith
Additional Recording by Jonathan Crone at Willowbrooke Studios, Franklin, TN
Production Coordination : Daryl Bush & Jonathan Crone
11 - If There Were No Song
Rob Mathes : Acoustic Guitar & Rhodes
Ricky Gonzalez : Piano, Keyboards & Programming
Carlos Henriquez : Bass
Luisito Quintero : Percussion
Ozzie Melendez : Trombone
Raul Agraz : Trumpet
Produced, Arranged & Conducted by Rob Mathes
Associate Producer : Ricky Gonzalez
Rhythm & Horns Contracted by Ozzie Melendez
Recorded by Alex Venguer at Legacy Recording Studios, New York, NY & Wayne Warnecke at Peaceful Waters Music, Pound Ridge, NY
Assistant Engineer : Don Goodrick
Production Manager : Jill Dell'Abate