A1

What's Going On

Arranged By – Ramsey Lewis, Tom Tom "84"*

Bass – Bill Dickens

Drums – Frank Donaldson

Grand Piano [Steinway], Electric Piano [Fender Rhodes] – Ramsey Lewis

Guitar, Sitar – Byron Gregory

Percussion – Geraldo De Oliveira, Tom Tom "84"*

Synthesizer – Tim Tobias

Vocals – Ellen Samuels*

Written-By – A. Cleveland*, M. Gaye*, R. Benson*

4:51

A2

Chance Encounter

Bass – Bill Dickens

Drums – Frank Donaldson

Grand Piano [Steinway] – Ramsey Lewis

Written-By – J. Mack*

4:48

A3

Up Where We Belong

Arranged By [Vocals] – Benny Diggs

Backing Vocals – Benny Diggs, Kevin Owens

Bass – Aaron Mills

Drums – Morris Jennings

Electric Piano [Fender Rhodes] – T. C. Campbell*

Grand Piano [Steinway] – Ramsey Lewis

Guitar – Byron Gregory

Lead Vocals – Morris Gray, Pat Shannon*

Written-By – B. Sainte-Marie*, J. Nitzsche*, W. Jennings*

3:57

A4

Intimacy

Bass – Bill Dickens

Drums – Frank Donaldson

Grand Piano [Steinway] – Ramsey Lewis

Written-By – P. Imas*, P. Libman*

5:10

B1

A Special Place

Arranged By [Strings] – Tom Tom "84"*

Bass – Bill Dickens

Drums – Frank Donaldson

Engineer [Remix] – Scott Litt

Grand Piano [Steinway], Electric Piano [Fender Rhodes] – Ramsey Lewis

Percussion – Geraldo De Oliveira

Sitar – Byron Gregory

Synthesizer – Tim Tobias

Written-By – B. Dickens*

4:33

B2

Paradise

Bass – Bill Dickens

Drums – Frank Donaldson

Electric Piano [Fender Rhodes] – Robert Irving III

Grand Piano [Steinway] – Ramsey Lewis

Synthesizer – Tim Tobias

Written-By – R. Irving III*

5:08

B3

I Can't Wait

Bass – Bill Dickens

Drums – Frank Donaldson

Grand Piano [Steinway] – Ramsey Lewis

Guitar – Byron Gregory

Percussion – Geraldo De Oliveira

Synthesizer – Tim Tobias

Written-By – B. Dickens*, F. Donaldson*, R. Lewis*

3:53

B4

Just a Little Ditty

Bass – Bill Dickens

Drums – Frank Donaldson

Flugelhorn – Paul Serrano

Grand Piano [Steinway] – Ramsey Lewis

Guitar – Byron Gregory

Percussion – Geraldo De Oliveira

Written-By – B. Dickens*