ENGINEERED BY : BOB MERRITT & BROOKS ARTHUR

RUSS KUNKEL, LEE SKLAR, MICHAEL RUBINI, RICHARD DAVIS, TO JOE SMITH AND STEVE WAX,

ARRANGED & CONDUCTED BY : MARVIN HAMLISCH

●  RICHARD DAVIS - ACOUSTIC BASS

●  DAVID HUNGATE - BASS

PRODUCED BY : BROOKS ARTHUR

●  JAY GRAYDON - GUITAR

●  STEVE LUKATHER - GUITAR

●  ALICE COOPER - BACKGROUND VOCALS

 5. YOU'RE INTERESTING>

2. IT'S THE FALLING IN LOVE

●  3:56  ED GREENE

●  LUTHER VAN DROSS - BACKGROUND VOCALS

 10. I'M COMING HOME AGAIN

●  DAVID LASLEY - BACKGROUND VOCALS

●  RICHIE ZITO - GUITAR

●  BRUCE ROBERTS - PIANO, BACKGROUND VOCALS

●  LEE SKLAR - BASS

ALICE COOPER, MELISSA MANCHESTER, BRENDA RUSSELL, JERRY HEY, KIM HUTCHCROFT, LARRY WILLIAMS, CRAIG DOERGE,

WRITTEN BY : CAROLE BAYER SAGER & BRUCE ROBERTS

JAY GRAYDON, BILL CHAMPLIN, MIKE McDONALD, DAVID HUNGATE, STEVE LUKATHER, JEFF PORCARO, STEVE PORCARO,

ARRANGED & CONDUCTED BY : DAVID FOSTER

ON DRUMS

●  ED GREENE - DRUMS

1. TO MAKE YOU SMILE AGAIN

●  3:03

SPECIAL GUESTS :

●  LARRY WILLIAMS - REED

 9. ONE STAR SHINING

 SONG TRACKS :

ARRANGED BY : PAUL BUCKMASTER, DAVID CAMPBELL & MARVIN HAMLISCH

●  RUSS KUNKEL - DRUMS

●  BRUCE ROBERTS - PIANO, BACKGROUND VOCALS

PHOTOGRAPHY : ETHAN RUSSELL

●  KIM HUTCHCROFT - REED

WRITTEN BY : CAROLE BAYER SAGER & DAVID FOSTER

●  DICK HAZARD - ORCHESTRATED

●  BRENDA RUSSELL - BACKGROUND VOCALS

●  JENNIFER SLOAN - LITTLE GIRL VOCALIST

 8. I DON'T WANNA DANCE NO MORE

WRITTEN BY : CAROLE BAYER SAGER & JOHNNY VASTANO

DESIGN : RON CORO

●  GEORGE BOHANNON - TROMBONE

●  BILL REICHENBACH - TROMBONE

●  ALAN ESTES - PERCUSSION

●  ALAN ESTES - PERCUSSION

WITH ADDITIONAL ASSISTANCE FROM IRA LESLIE AT HEIDER'S & GABE VELTRI AT 55

STRINGS ARRANGED BY : DAVID CAMPBELL

●  CARMEN TWILLEE - BACKGROUND VOCALS

●  JIM KELTNER - DRUMS

WRITTEN BY : CAROLE BAYER SAGER & DAVID FOSTER

●  MELISSA MANCHESTER - PIANO & BACKGROUND VOCALS

●  THOM ROTELLA - ACOUSTIC GUITAR

WRITTEN BY : CAROLE BAYER SAGER & MELISSA MANCHESTER

DAVID AND JOHNNY, WHAT CAN I SAY...NOTHING WITHOUT YOUR MUSIC. TO ADRIEN, MADELINE, MARGIE AND WENDY,

●  JIM HUGHART - ELECTRIC BASS

●  LEE RITENOUR - GUITAR

●  MARVIN HAMLISCH - PIANO

●  MIKE McDONALD - BACKGROUND VOCALS

ADDITIONAL RECORDING AT WALLY HEIDER'S, LOS ANGELES & STUDIO 55, LOS ANGELES

●  BILL CHAMPLIN - BACKGROUND VOCALS

STRINGS ARRANGED BY : DAVID CAMPBELL

●  ED GREENE - DRUMS

SYNTHESIZERS ARRANGED BY : DAVID CAMPBELL

●  RUSS KUNKEL - DRUMS

●  REINIE PRESS - BASS

 1. TO MAKE YOU SMILE AGAIN

TO SHEP GORDON, BERT PADELL, HAROLD ORENSTEIN, CAROLE PINCKES, THANK YOU FOR YOUR EARS TO MELISSA, PETER, BRUCE,

●  JIM KELTNER - DRUMS

●  IRA NEWBORN - ACOUSTIC GUITAR

●  LEE SKLAR - BASS

●  STEVE FORMAN - PERCUSSION

THIS ALBUM WAS MIXED WITH THE USE OF THE APHEX AURAL EXCITER.

●  GARY GRANT - TRUMPET

●  NINO TEMPO - TENOR SAXOPHONE

 2. IT'S THE FALLING IN LOVE

●  MICHAEL RUBINI - FENDER RHODES

●  CAROLE SAGER - CALLIOPE

PRIMARY RECORDING LOCATION AT THE RECORD PLANT, LOS ANGELES

WRITTEN BY : CAROLE BAYER SAGER & BRUCE ROBERTS

●  STEVE FORMAN - PERCUSSION

WRITTEN BY : CAROLE BAYER SAGER & MARVIN HAMLISCH

WRITTEN BY : CAROLE BAYER SAGER & PETER ALLEN

●  CRAIG DOERGE - FENDER RHODES

ASSISTANT ENGINEER : DAVID LATMAN

●  STEVE PORCARO - SYNTHESIZER

THANK YOU AGAIN FOR UNDERSTANDING WHEN "NOT" TO PUSH THE BUTTON.

TO MARVIN HAMLISCH WHOSE CREATIVE TALENTS WERE GIVEN "FREELY" ABOVE AND BEYOND...BROOKS AND I ARE EVER GRATEFUL.

●  LEE SKLAR - BASS

●  DAVID FOSTER - KEYBOARDS

MASTERED AT A&M RECORDING STUDIOS BY : BERNIE GRUNDMAN

●  STEVE LUKATHER - GUITARS

PRODUCTION COORDINATOR : JILL HARRIS

●  WEDDY GLOUD - BACKGROUND VOCALS

ARRANGED & CONDUCTED BY : DAVID FOSTER

●  LEE RITENOUR - ELECTRIC GUITAR

●  STEVE PORCARO - SYNTHESIZER

 4. SHADOWS

THANK YOU FOR YOUR LOVE.

●  IRA NEWBORN - GUITAR

●  JOHNNY VASTANO - GUITAR

●  STEVE LUKATHER - GUITARS

●  BILL CHAMPLIN - BACKGROUND VOCALS

 3. PEACE IN MY HEART

●  JERRY HEY - TRUMPET, HORN ARRANGED

●  MARVIN HAMLISCH - PIANO

TO BROOKS ARTHUR, WHOSE CONFIDENCE GUIDED ME THROUGH ALBUM ONE AND WHOSE LOVE HAS GUIDED ME THROUGH...TOO.

THIS ALBUM IS DEDICATED TO MY MOTHER, ANITA BAYER, WHO WANTED TO CALL THIS ALBUM.

"CAROLE BAYER SAGER SINGS SONGS HER MOTHER TAUGHT HER"

●  SKIP REDWINE - PIANO

SALES DATE : 1978.

●  SRT SMITH - OCARINA

●  IRA NEWBORN - GUITAR

 7. IT DOESN'T ADD UP

STRINGS ARRANGED & CONDUCTED BY : PAUL BUCKMASTER

●  JIM GORDON - DRUMS

8. I DON'T WANNA DANCE NO MORE

●  3:54  JEFF

●  DAVID FOSTER - SYNTHESIZER

 6. THERE'S SOMETHING ABOUT YOU

7. IT DOESN'T ADD UP

●  4:09  RUSS KUNKEL

●  STEVE PORCARO - SYNTHESIZER

 CREDITS :

●  DAVID HUNGATE - BASS

●  DAVID FOSTER - KEYBOARDS

10. I'M COMING HOME AGAIN

●  4:43  JIM KELTNER

 MUSICIANS :

9. ONE STAR SHINING

●  3:38  JIM KELTNER

WRITTEN BY : CAROLE BAYER SAGER & MELISSA MANCHESTER

WRITTEN BY : CAROLE BAYER SAGER, BRUCE ROBERTS & ALICE COOPER

6. THERE'S SOMETHING ABOUT YOU

●  2:47  ED GREENE

●  STEVE LUKATHER - ELECTRIC GUITAR

5. YOU'RE INTERESTING

●  3:58  RUSS KUNKEL

●  IRA NEWBORN - ACOUSTIC GUITAR

HORN ARRANGED BY : JERRY HEY

●  JEFFREY PORCARO - DRUMS

4. SHADOWS

●  2:12

●  CRAIG DOERGE - FENDER RHODES

3. PEACE IN MY HEART

●  3:28  JIM GORDON

●  LEE SKLAR - BASS