PRODUCED BY : ARIF MARDIN

EXCEPT "TRUTH AND HONESTY", "WHOLE LOT OF ME" & "KIND OF MAN".PRODUCED BY : ARIF MARDIN & ARETHA FRANKLIN

●  ESTELLE BROWN - BACKGROUND VOCALS

●  DARLENE LOVE - BACKGROUND VOCALS

WOODWINDS ARRANGED BY : LARRY WILLIAMS & ARIF MARDIN

●  HERMAN LUDLOW

●  JOSEPH SHEPLEY

●  MARCUS MILLER - BASS

RECORDED AT CHEROKEE STUDIOS IN LOS ANGELES, CALIFORNIA

●  WILLIAM SLAPIN

CONCERTMASTER IN LOS ANGELES : HARRY BLUESTONE

ADDITIONAL RECORDING AT :

●  MARGARET BRANCH - BACKGROUND VOCALS

 5. YOU CAN'T ALWAYS GET WHAT YOU WANT

●  ESTHER McISAAC

 6. IT'S MY TURN

STRINGS ARRANGED BY : LARRY WILLIAMS

ALL OVER THE WORLD, HAD NO TROUBLE CASTING HER USUAL SPELL OVER THE PEOPLE WORKING WITH HER IN THE STUDIO

●  4:48  JEFF

9. WHOLE LOT OF ME

●  LOUIS JOHNSON - BASS

●  JEFFREY PORCARO - DRUMS

WRITTEN BY : CAROLE BAYER SAGER & MICHAEL MASSER

●  GREG PHILINGHANES - SYNTHESIZER & SYNTHESIZER SOLO

●  PAULINHO DA COSTA - PERCUSSION

●  MARCUS MILLER - BASS

ATLANTIC STUDIOS, NEW YORK, NEW YORK

AND INSPIRING THEM TO NEW HEIGHTS.

I ALSO NOTICED THAT AFTER EACH SESSION THESE MUSICIANS WERE ALL HANGING AROUND THE STUDIO JUST TO HEAR

●  3:25  JEFF

10. KIND OF MAN

FOR HIS INCREDIBLE ARRANGEMENTS AND PRODUCTIONS MAGNIFIQUE!

●  BUZZY FEITEN - GUITAR

●  4:20  JEFF

 MUSICIANS :

THANKS TO THE SWEET INSPIRATIONS AND CISSY HOUSTON FOR PROVIDING THEIR SWEET INSPIRATION MUCHO GUSTO.

●  DAVID FOSTER - ELECTRIC PIANO & SYNTHESIZERS

ARETHA PERFORM HER VOCALS. FOR THE UNINITIATED, THAT COULD BE A VERY MEMORABLE EXPERIENCE, TO SAY THE LEAST.

 1. LOVE ALL THE HURT AWAY

AS ALWAYS, TO OUR PRESIDENT AND CHAIRMAN OF THE BOARD MR. CLIVE DAVIS FOR HIS INVALUABLE CONTRIBUTION PAR

●  PAULINHO DA COSTA - PERCUSSION

IF YOU CATCH THE BUG, THE FEVER STAYS WITH YOU FOREVER.

I GOT ARETHA FEVER AT AN EARLY STAGE IN MY CAREER. IT HAPPENED DURING MY APPRENTICESHIP AT THE ARETHA FRANKLIN SCHOOL

EXCELLENCE AND WHOOPEE FOR ARRANGING THE FINAL MERGER OF GEORGE BENSON AND MYSELF.

MANY THANKS TO WARNERS AS WELL. AND GEORGE, YOU ARE A REAL PLEASURE AND A BALL TO SING WITH. "I LOVE IT" IS

●  EDDIE DANIELS - ALTO SAXOPHONE

WRITTEN BY : SAM DEES

●  MARCI LEVY - ADDITIONAL BACKGROUND VOCALS

OF SOUL, GOSPEL & FUNK AND SUPREME ARTISTRY. THOSE WERE THE ATLANTIC YEARS. NOW SHE HAS OPENED A NEW CHAPTER AT

AN UNDERSTATEMENT TO SAY THE LEAST.

●  MARK STEVENS - ADDITIONAL BACKGROUND VOCALS

 2. HOLD ON I'M COMIN'

ARISTA. I AM VERY HAPPY THAT I WAS GRACIOUSLY ALLOWED TO ENROLL ONCE AGAIN.

ARIF MARDIN

PRODUCED BY : ARIF MARDIN

ARRANGED BY : ARIF MARDIN

TO JAMES CLEVELAND FOR BEING A PART OF IT ALL, AND BARBARA SHELLEY, LOUIS HARPER, RICK DOBBIS, DENNIS FINE,

●  ARETHA FRANKLIN - LEAD VOCALS

WRITTEN BY : ALLEE WILLIS, DON YOWELL & DAVID LASLEY

PRODUCED BY : ARIF MARDIN

BACKGROUND VOCAL ARRANGED BY : ARETHA FRANKLIN

RICHARD SMITH, MILTON ALLEN, AND RIA ARE ONE FABULOUS AND GROOVY TEAM TO WORK WITH.

I GIVE YOU - LOVE ALL THE HURT AWAY

WRITTEN BY : DAVID PORTER & ISSAC HAYES

ALAS -

●  GEORGE BENSON - LEAD VOCALS

H.D.L. DR. ARETHA FRANKLIN

SALES DATE : 1981.

PRODUCED BY : ARIF MARDIN

BACKGROUND VOCALS ARRANGED BY : ARETHA FRANKLIN

●  DAVID WILLIAMS - GUITAR

PRODUCED BY : ARIF MARDIN

STRINGS ARRANGED BY : ARIF MARDIN & JERRY HEY

BACKGROUND VOCAL ARRANGED BY : ARETHA FRANKLIN

●  ARETHA FRANKLIN - BACKGROUND VOCALS

●  MARK STEVENS - BACKGROUND VOCALS

●  ROBBIE BUCHANAN - PIANOS

●  GREG PHILINGHANES - SYNTHESIZER & KEYBOARDS

●  MARCI LEVY - BACKGROUND VOCALS

●  JEFFREY PORCARO - DRUMS

●  MARCI LEVY - BACKGROUND VOCALS

 4. THERE'S A STAR FOR EVERYONE

●  JO ANN HARRIS - BACKGROUND VOCALS

●  DAVID LASLEY - BACKGROUND VOCALS

●  MARK STEVENS - BACKGROUND VOCALS

●  LINDA LAWRENCE

WRITTEN BY : CHUCK JACKSON

●  MARCI LEVY

PRODUCED BY : ARIF MARDIN

RHYTHM ARRANGED BY : ARETHA FRANKLIN & ARIF MARDIN

●  CICCY HOUSTON - BACKGROUND VOCALS

●  LARRY WILLIAMS

●  JIM HORN

WALLY HEIDER STUDIOS, LOS ANGELES, CALIFORNIA

●  DEBBIE AUSTIN

SUNSET SOUND, LOS ANGELES, CALIFORNIA

●  DAROLD CONWAY

ADDITIONAL RECORDING BY : LEW HAHN

●  DARRYL HARDY

●  MARCUS MILLER - BASS

ASSISTANT ENGINEERS : MICHAEL O'REILLY, JIM SIMON, TERRY CHRISTIAN &STEVEN McMANUS

●  JO ANN HARRIS

●  DAVID WILLIAMS - GUITAR

PRODUCTION COORDINATOR : FRANK DeCARO

●  MARCUS MILLER - BASS

PRODUCED BY : ARIF MARDIN & ARETHA FRANKLIN

BACKGROUND VOCAL ARRANGED BY : ARETHA FRANKLIN

●  MARVA HINES

●  BETTY HOLLINS

●  CLEO KENNEDY

●  GREG PHILINGHANES - ACOUSTIC PIANO & SYNTHESIZER

●  PHIL AYLING - RECORDER SOLO

 HORN SECTION :

ASSISTED BY : CHRISSY ALLERDINGS

●  MARGARET BRANCH - BACKGROUND VOCALS

 3. LIVING IN THE STREETS

●  STEVE LUKATHER - GUITARS

●  ABRAHAM LABORIEL - BASS

●  STEVE LUKATHER - GUITARS

●  ARETHA FRANKLIN - PIANO

●  GREG PHILINGHANES - ELECTRIC PIANO & SYNTHESIZER

●  CICCY HOUSTON - BACKGROUND VOCALS

●  MYRNA SMITH - BACKGROUND VOCALS

WRITTEN BY : ARETHA FRANKLIN

●  ESTELLE BROWN - BACKGROUND VOCALS

PRODUCED BY : ARIF MARDIN & ARETHA FRANKLIN

RHYTHM ARRANGED BY : ARETHA FRANKLIN & ARIF MARDIN

●  JEFFREY PORCARO - DRUMS

REMIXED BY : LEW HAHN

 SONG TRACKS :

WRITTEN BY : ROD TEMPARTON

●  DAVID PAICH - ELECTRIC PIANO

RHYTHM ARRANGED BY : ARETHA FRANKLIN & ARIF MARDIN

"YOU CAN'T ALWAYS GET WHAT YOU WANT" & "HOLD ON I'M COMIN" MIXED BY : LEW HAHN, MICHAEL O'REILLY & ARIF MARDIN

ON DRUMS

●  GREG PHILINGHANES - MINI MOOG

●  JEFFREY PORCARO - DRUMS

●  PAULINHO DA COSTA - PERCUSSION

●  DAVID LASLEY - BACKGROUND VOCALS

●  ARETHA FRANKLIN - ACOUSTIC PIANO

●  JEFFREY PORCARO - DRUMS

RECORDING ENGINEER : JEREMY SMITH

1. LOVE ALL THE HURT AWAY

●  MARK STEVENS - BACKGROUND VOCALS

●  DAVID WILLIAMS - GUITAR

COVER CONCEPT : ARETHA FRANKLIN

●  4:13  JEFF

2. HOLD ON I'M COMIN'

●  5:15  JEFF

3. LIVING IN THE STREETS

PRODUCED BY : ARIF MARDIN

RHYTHM & BACKGROUND VOCALS ARRANGED BY : ROD TEMPERTON

●  ARNOLD McCULLOUGH - BACKGROUND VOCALS

ART DIRECTION & DESIGN : RIA LEWERKE-SHAPIRO

●  3:55  JEFF

4. THERE'S A STAR FOR EVERYONE

●  DARLENE LOVE - BACKGROUND VOCALS

●  MARGARET BRANCH - BACKGROUND VOCALS

 7. TRUTH AND HONESTY

STRINGS ARRANGED BY : LARRY WILLIAMS

PHOTOGRAPHY : GEORGE HURRELL

●  4:27  JEFF

5. YOU CAN'T ALWAYS GET WHAT YOU WANT

BRASS & STRINGS ARRANGED BY : JERRY HEY & ROD TEMPERTON

●  MARCI LEVY - BACKGROUND VOCALS

WOODWINDS ARRANGED BY : LARRY WILLIAMS & ARIF MARDIN

●  DAVID PAICH - ELECTRIC PIANO

●  ARETHA FRANKLIN - PIANO

I NEVER THOUGHT THAT GETTING THE KIND OF STAR STUDDED RHYTHM SECTION FOR OUR RECORDING SESSIONS IN LOS ANGELES

CONCERTMASTER IN NEW YORK : GENE ORLOFF

●  5:19  JEFF

6. IT'S MY TURN

●  JEFFREY PORCARO - DRUMS

●  LOUIS JOHNSON - BASS

●  MARGARET BRANCH - BACKGROUND VOCALS

 CHOIR MEMBERS :

●  MARCI LEVY - BACKGROUND VOCALS

●  BILL REICHENBACH

●  GARY GRAND

WAS GOING TO BE AN EASY TASK. BUT AT THE VERY MENTION OF ARETHA'S NAME ALL THE MUSICIANS WE CONTACTED DROPPED

●  5:29  JEFF

7. TRUTH AND HONESTY

●  DAVID WILLIAMS - BASS

●  ALONZO ATHENS

●  LINDA LAWRENCE - BACKGROUND VOCALS

WHATEVER THEY WERE DOING AND BECAME PART OF THIS PROJECT. ARETHA WHOSE GENIUS HAS TOUCHED MILLIONS OF PEOPLE

●  4:16  JEFF

8. SEARCH ON

AS THEY SAY, ALL GOOD THINGS MUST COME TO AN END. HOWEVER, THIS IS JUST THE BEGINING - REALLY. MANY THANKS TO THE

FANTASTIC MUSICIANSHIP OF TOTO, GREG PHILINGHANES, DAVID FOSTER, AND TO MY OLD FRIEND AND PRODUCER ARIF MARDIN

●  JEFFREY PORCARO - DRUMS

ARRANGED BY : ARIF MARDIN

RHYTHM ARRANGED BY : ARIF MARDIN

HORNS ARRANGED BY : LARRY WILLIAMS & ARIF MARDIN

●  JEFFREY PORCARO - DRUMS

WRITTEN BY : MICK JAGGER & KEITH RICHARDS 

●  MARCUS MILLER - BASS

●  DAVID WILLIAMS - GUITAR

PRODUCED BY : ARIF MARDIN

CHOIR DIRECTED BY : THE REVEREND JAMES CLEVELAND

●  GREG PHILINGHANES - PIANO

●  JEFFREY PORCARO - DRUMS

WRITTEN BY : BURT BACHARACH, CAROL BAYER SAGER & PETER ALLEN

●  ROBBIE BUCHANAN - MINI MOOG

●  CICCY HOUSTON - BACKGROUND VOCALS

●  ESTELLE BROWN - BACKGROUND VOCALS

●  DARLENE LOVE - BACKGROUND VOCALS

●  DAVID FOSTER - ELECTRIC PIANO

●  MARCUS MILLER - BASS

●  STEVE LUKATHER - GUITARS

●  DAVID WILLIAMS - GUITAR

WRITTEN BY : ARETHA FRANKLIN

●  BUZZY FEITEN - GUITAR

PRODUCED BY : ARIF MARDIN & ARETHA FRANKLIN

STRINGS & WOODWINDS ARRANGED BY : ARIF MARDIN

●  DAVID PAICH - ELECTRIC PIANO

●  GREG PHILINGHANES - SYNTHESIZERS

●  STEVE FERRONE - TAMBOURIN

●  JEFFREY PORCARO - DRUMS

●  MARCUS MILLER - BASS

●  CICCY HOUSTON - BACKGROUND VOCALS

●  MYRNA SMITH - BACKGROUND VOCALS

●  ESTELLE BROWN - BACKGROUND VOCALS

●  DAVID WILLIAMS - GUITAR

●  STEVE LUKATHER - GUITAR

●  DARLENE LOVE - BACKGROUND VOCALS

●  ARETHA FRANKLIN - PIANO

●  DAVID PAICH - ELECTRIC PIANO

 10. KIND OF MAN

●  MARCI LEVY - BACKGROUND VOCALS

●  JO ANN HARRIS - BACKGROUND VOCALS

●  JERRY HEY

●  LINDA LAWRENCE - BACKGROUND VOCALS

 8. SEARCH ON

●  STEVE LUKATHER - GUITARS

 CREDITS :

●  JO ANN HARRIS - BACKGROUND VOCALS

 9. WHOLE LOT OF ME

●  GARY HERBIG

●  RONNIE CUBER

●  SELDON POWELL

●  JON FADDIS

●  URBAN GREEN