RECORDED & MIXED BY : AL SCHMITT

●  CARMEN TWILLEY - BACKGROUND VOCALS

 SONG TRACKS :

●  CECIL WOMACK - GUITAR, BACKGROUND VOCALS

●  ABRAHAM LABORIEL - BASS

●  JAMES GADSON - DRUMS

●  EDDIE "GIP" NOBLE, JR. - KEYBOARDS

RHYTHM ARRANGEMENTS BY : CECIL WOMACK

●  DENZIL "BROADWAY" MILLER - KEYBOARDS

●  CURTIS WOMACK - BACKGROUND VOCALS

●  FRIENDLY WOMACK - BACKGROUND VOCALS

●  LARRY CARLTON - GUITAR SOLO

ON DRUMS

●  LINDA WOMACK - BACKGROUND VOCALS

●  THE WOMACK BROS. AKA THE VALENTINOS - BACKGROUND VOCALS

 7. THIS 'OLE HEART OF MINE

STRINGS ARRANGEMENTS BY : DALE OEHLER

●  DENZIL "BROADWAY" MILLER - KEYBOARDS

RECORDED AT :

●  ARNOLD McCULLER - BACKGROUND VOCALS

 5. IN REAL LIFE

BILL SCHNEE STUDIO

WRITTEN BY : CECIL WOMACK & LINDA WOMACK

LION SHARE

RHYTHM ARRANGEMENTS BY : CECIL WOMACK

●  MAXINE WATER WILLARD - BACKGROUND VOCALS

 6. HAPPY FEET

OCEAN WAY

WRITTEN BY : BILL LaBOUNTY & S. GOODMAN

ROOM 335 INC.

SYNTHESIZERS & RHYTHM ARRANGEMENTS BY : ROBBIE BUCHANAN

SUNSET SOUND

WRITTEN BY : CECIL WOMACK & LINDA WOMACK

THE VILLAGE RECORDER

●  CECIL WOMACK - GUITAR, BACKGROUND VOCALS

●  ABRAHAM LABORIEL - BASS

SYNTHESIZERS ARRANGEMENTS BY : JAMES NEWTON HOWARD

●  JAMES NEWTON HOWARD - KEYBOARDS, SYNTHESIZERS

MIXED AT CAPITOL RECORDING

●  STEVE LUKATHER - GUITAR

ASSISTANT ENGINEERS :

●  JAMES GADSON - DRUMS

●  EDDIE "GIP" NOBLE, JR. - KEYBOARDS

●  DAVID WILLIAMS - GUITAR

TERRY CHRISTIAN, HUGH DAVIES, MARK ETTEL, TOM FOUCE,BILL JACKSON, CLIF JONES, PEGGY McCREARY, RICHARD McKERNAN,

●  NATHAN EAST - BASS

●  JEFFREY PORCARO - DRUMS

 4. BOTTOM LINE

●  BRENDA RUSSELL - BACKGROUND VOCALS

AL SCHMITT JR., DAVID SCHUBER

●  LINDA WOMACK - BACKGROUND VOCALS

●  ARNOLD McCULLER - BACKGROUND VOCALS

AT MASTERING LAB, HOLLYWOOD

●  THE WOMACK BROS. AKA THE VALENTINOS - BACKGROUND VOCALS

 10. GO ON AND LIVE IT UP

●  CECIL WOMACK - GUITAR, BACKGROUND VOCALS

●  ABRAHAM LABORIEL - BASS

WRITTEN BY : FRANK MUSKER & S. GEHRING

●  DAVID LASLEY - BACKGROUND VOCALS

 3. WHY

PRODUCTION COORDINATION : JAN ABBAZIA / IVY SCOFF

WRITTEN BY : CECIL WOMACK & LINDA WOMACK

STRINGS & RHYTHM ARRANGEMENTS BY : JAMES NEWTON HOWARD

ART DIRECTION / DESIGN : LAURA LiPUMA

WRITTEN BY : RANDY CRAWFORD

RHYTHM ARRANGEMENTS BY : CECIL WOMACK

●  JAMES GADSON - DRUMS

●  EDDIE "GIP" NOBLE, JR. - KEYBOARDS

●  JAMES NEWTON HOWARD - KEYBOARDS

WRITTEN BY : P. DONAGGIO-PALLAVICINI

FRONT COVER PHOTOGRAPHY : CRAIG DIETZ

STRINGS ARRANGEMENTS BY : DALE OEHLER

●  DENZIL "BROADWAY" MILLER - KEYBOARDS

BACK COVER POLAROID EMULSION TRANSFER : CRAIG DIETZ

RHYTHM ARRANGEMENTS BY : CECIL WOMACK

●  REEK HAVOE - SIMMONS DRUMS

●  DAVID WILLIAMS - GUITAR

STRINGS, SYNTHESIZERS & RHYTHM ARRANGEMENTS BY : JAMES NEWTON HOWARD

HAIR & MAKE UP : ANGELO BOUTIQUE - BEVERLY HILLS

SALES DATE : 1983.

STRINGS ARRANGEMENTS BY : DALE OEHLER

●  DENZIL "BROADWAY" MILLER - KEYBOARDS

RHYTHM ARRANGEMENTS BY : CECIL WOMACK

●  CECIL WOMACK - GUITAR, BACKGROUND VOCALS

●  ABRAHAM LABORIEL - BASS

●  BILL CUOMO - BASS SYNTHESIZER

●  NATHAN EAST - BASS

●  JEFFREY PORCARO - DRUMS

STRINGS ARRANGEMENTS BY : DALE OEHLER

●  DENZIL "BROADWAY" MILLER - KEYBOARDS

●  LINDA WOMACK - BACKGROUND VOCALS

PRODUCED BY : TOMMY LIPUMA

●  CLYDENE JACKSON - BACKGROUND VOCALS

●  DANN HUFF - GUITAR SOLO

●  BRENDA RUSSELL - BACKGROUND VOCALS

 CREDITS :

●  JAMES GADSON - DRUMS

●  CECIL WOMACK - GUITAR, BACKGROUND VOCALS

●  EDDIE "GIP" NOBLE, JR. - KEYBOARDS

●  ABRAHAM LABORIEL - BASS

 9. AIN'T NO FOOLIN'

●  JULIA WATER TILLMAN - BACKGROUND VOCALS

6. HAPPY FEET

●  4:50  JAMES GADSON

3. WHY

●  3:31  JEFF

●  CURTIS WOMACK - BACKGROUND VOCALS

●  THE WOMACK BROS. AKA THE VALENTINOS - BACKGROUND VOCALS

 8. LIFT ME UP

4. BOTTOM LINE

●  4:04  JEFF

●  FRIENDLY WOMACK - BACKGROUND VOCALS

5. IN REAL LIFE

●  4:02  JOHN ROBINSON

●  THE WOMACK BROS. AKA THE VALENTINOS - BACKGROUND VOCALS

 PERCUSSION

7. THIS 'OLE HEART OF MINE

●  3:51  JAMES GADSON

8. LIFT ME UP

●  4:23  JAMES GADSON

9. AIN'T NO FOOLIN'

●  3:46  JAMES GADSON

●  LENNY CASTRO

 MUSICIANS CONTRACTED BY :

10. GO ON AND LIVE IT UP

●  3:32  JAMES GADSON

 MUSICIANS :

●  FRANK DeCARO

WRITTEN BY : MICHAEL SEMBELLO & FRANK MUSKER

SYNTHESIZERS & RHYTHM ARRANGEMENTS BY : ROBBIE BUCHANAN

●  ROBBIE BUCHANAN - KEYBOARDS, SYNTHESIZERS

●  DAVID WILLIAMS - GUITAR

●  NATHAN EAST - BASS

●  JOHN ROBINSON - DRUMS

●  STEVE LUKATHER - RHYTHM GUITAR

●  NATHAN EAST - BASS

●  DAVID WILLIAMS - GUITAR

●  ROBBIE BUCHANAN - KEYBOARDS, SYNTHESIZERS

WRITTEN BY : G. BALLARD, D. FARAGHER & B. HOWARD

SYNTHESIZERS & RHYTHM ARRANGEMENTS BY : ROBBIE BUCHANAN

WRITTEN BY : CECIL WOMACK & LINDA WOMACK

●  JAMES NEWTON HOWARD - SYNTHESIZERS

●  STEVE LUKATHER - GUITAR

●  NATHAN EAST - BASS

●  JOHN ROBINSON - DRUMS

1. NIGHTLINE

●  3:45  JOHN ROBINSON

●  JAMES GADSON - DRUMS

●  EDDIE "GIP" NOBLE, JR. - KEYBOARDS

●  CURTIS WOMACK - BACKGROUND VOCALS

●  CARMEN TWILLEY - BACKGROUND VOCALS

●  STEVE LUKATHER - RHYTHM GUITAR

2. LIVING ON THE OUTSIDE

●  3:31  JOHN ROBINSON

●  LINDA WOMACK - BACKGROUND VOCALS

●  FRIENDLY WOMACK - BACKGROUND VOCALS

 1. NIGHTLINE

●  DAVID WILLIAMS - GUITAR

●  STEVE LUKATHER - RHYTHM GUITAR

●  JOHN ROBINSON - DRUMS

STRINGS ARRANGEMENTS BY : NICK DeCARO

●  ROBBIE BUCHANAN - KEYBOARDS, SYNTHESIZERS

●  CURTIS WOMACK - BACKGROUND VOCALS

ORIGINALLY MASTERED BY : MIKE REESE

●  FRIENDLY WOMACK - BACKGROUND VOCALS

●  ARNOLD McCULLER - BACKGROUND VOCALS

●  DAVID LASLEY - BACKGROUND VOCALS

 2. LIVING ON THE OUTSIDE