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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 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