| 1 | | To Deserve You (Single Remix) Drum Programming, Synthesizer, Keyboards – Steve Skinner Drums [Live] – Joe Mardin Guitar – Guzz Geiten* Oboe – Shelly Woodworth Producer – Arif Mardin, Steve Skinner Remix – Arif Mardin, Michael O'Reilly Written-By – Maria McKee | 4:11 |
| 2 | | Beast Of Burden Bass – Tim Drummond Drums – Jim Keltner Guitar – Danny Kortchmar, Mark Goldenberg Producer – Chuck Plotkin Written-By – Mick Jagger & Keith Richards* | 3:49 |
| 3 | | Favorite Waste Of Time Acoustic Guitar – Brock Walsh, Phillip Kennard* Backing Vocals – Laura Allen*, Lisa Garber, Phillip Kennard* Bass – Dave Demare Drums, Percussion – David Logerman* Executive-Producer – Danny Goldberg Guitar – Mark Goldenberg, Waddy Wachtel Producer – Chuck Plotkin Producer [Associate] – Brock Wals* Synthesizer – Robert Irving III Written-By – Marshall Crenshaw | 2:40 |
| 4 | | Hello In There Arranged By [Strings] – William S. Fischer Cello – Kermit Moore Piano – Pat Rebillot Producer – Joel Dorn Viola – Selwart Clarke Violin – Emanuel Green, Gene Orloff Written-By – John Prine | 4:17 |
| 5 | | Do You Want To Dance Arranged By [String & Horn] – Thom Bell Bass – Ron Carter Drums – Ray Lucas Percussion – Ralph MacDonald Piano – Barry Manilow Producer – Joel Dorn Written-By – Bobby Freeman | 2:44 |
| 6 | | From A Distance Arranged By – Arif Mardin, Steve Skinner Backing Vocals – Charlót Crossley*, Cissy Houston, David Lasley, Eugene Van Buren*, JoAnn Harris*, John West (2), Myrna Smith, Radio Choir Of New Hope Baptist Church Bass – Neil Stubenhaus Co-producer – Marc Shaiman Drums – Carlos Vega Guitar – Michael Landau Keyboards – Robbie Buchanan Producer – Arif Mardin Written-By – Julie Gold | 4:38 |
| 7 | | Chapel Of Love Bass – Michael Federal Choir – Gail Kantor, Melissa Manchester, Merle Miller Drums – Kevin Ellman Guitar – Dickie Frank* Piano – Barry Manilow Producer – Ahmet Ertegun, Barry Manilow, Geoffrey Haslam Written-By – Jeff Barry, Ellie Greenwich & Phil Spector* | 2:54 |
| 8 | | Only In Miami Arranged By [Horns] – Marc "Caz" Macino Backing Vocals – Laura Allen*, Lisa Garber Bass – Pops Popwell* Drums – Ricky Lawson Guitar – Buzzy Feiten Horns – Marc "Caz" Macino, Mark Hatch Percussion – Malando Gassama Piano – Bobby Lyle Producer – Chuck Plotkin Written-By – Max Gronenthal | 3:56 |
| 9 | | When A Man Loves A Woman Arranged By – Paul A. Rothchild Backing Vocals [Harmony] – Bill Champlin, Donny Gerrard, Norton Buffalo Drums – Whitey Glan* Guitar – Danny Weiss*, Steve Hunter Harmonica, Trombone – Norton Buffalo Keyboards – Robbie Buchanan Producer – Paul A. Rothchild Saxophone – Jerry Jumonville Trumpet – Mark Underwood Written-By – Andrew Wright (4), Calvin Lewis | 4:54 |
| 10 | | The Rose Arranged By – Paul A. Rothchild Producer – Paul A. Rothchild Written-By – Amanda McBroom | 3:34 |
| 11 | | Miss Otis Regrets Arranged By, Conductor – Marc Shaiman Bass – Ron Carter Clarinet, Soloist – Phil Bodner Co-producer – Marc Shaiman Drums – Grady Tate Guitar – Gene Bertoncini Piano – Bernie Layton Producer – Arif Mardin Written-By – Cole Porter | 2:38 |
| 12 | | Shiver Me Timbers Backing Vocals – Charlót Crossley*, Sharon Redd, Ula Hedwig Bass – Francisco Centeno Drums – Buddy Williams Guitar – Lou Volpe Harp – Elizabeth Kane Keyboards – Richard Trifan Percussion – Joseph Mero Piano – Don York Producer – Lew Hahn Reeds – Jaroslav Jakubovic Trumpet – Miles Krasner Written-By – Tom Waits | 4:43 |
| 13 | | Wind Beneath My Wings Arranged By – Arif Mardin Co-producer – Marc Shaiman Keyboards, Synthesizer – Paul Gaudette Producer – Arif Mardin Written-By – Jeff Silbar, Larry Henley | 4:53 |
| 14 | | Boogie Woogie Bugle Boy Arranged By [Orchestra] – Arif Mardin Producer – Barry Manilow Written-By – Don Raye, Hughie Prince | 2:18 |
| 15 | | One For My Baby (And One More For The Road) Arranged By – Marc Shaiman Lyrics By [Additional] – Bette Midler, Marc Shaiman Piano – Marc Shaiman Producer – Bette Midler, Marc Shaiman Written-By – Johnny Mercer & Harold Arlen* | 4:07 |
| 16 | | Friends Arranged By [Strings & Horns] – Barry Manilow Backing Vocals – Barry Manilow, Gail Kantor, Melissa Manchester, Merle Miller, Michael Federal Bass – Michael Federal Drums – Kevin Ellman Guitar – Dickie Frank* Piano – Barry Manilow Producer – Ahmet Ertegun, Ahmet Ertegun, Barry Manilow, Geoffrey Haslam, Geoffrey Haslam Written-By – Buzzy Linhart, Mark Klingman | 2:56 |
| 17 | | In My Life Arranged By [Rhythm] – Arif Mardin, Marc Shaiman, Robbie Buchanan Arranged By [String & Background Vocals] – Arif Mardin Producer – Arif Mardin Written-By – John Lennon & Paul McCartney* | 3:13 |
| 18 | | To Deserve You (Album Version) Drum Programming, Synthesizer, Keyboards – Steve Skinner Drums [Live] – Joe Mardin Lead Guitar, Rhythm Guitar – Buzz Feiten* Oboe – Shelly A. Woodworth* Producer – Arif Mardin Producer [Associate] – Buzzy Feiten Written-By – Maria McKee | 5:13 |
