Side Two

Personnel

• Barry Manilow
  Barry Manilow
  Barry Manilow is an American singer-songwriter, musician, arranger, producer, conductor, and performer, best known for such recordings as "Could It Be Magic", "Mandy", "Can't Smile Without You", and "Copacabana ."...
  
   – vocals
  Singing
  Singing is the act of producing musical sounds with the voice, and augments regular speech by the use of both tonality and rhythm. One who sings is called a singer or vocalist. Singers perform music known as songs that can be sung either with or without accompaniment by musical instruments...
  
  , keyboards, piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  
• Mel Tormé
  Mel Tormé
  Melvin Howard Tormé , nicknamed The Velvet Fog, was an American musician, known for his jazz singing. He was also a jazz composer and arranger, a drummer, an actor in radio, film, and television, and the author of five books...
  
   – vocals
• Sarah Vaughan
  Sarah Vaughan
  Sarah Lois Vaughan was an American jazz singer, described by Scott Yanow as having "one of the most wondrous voices of the 20th century."...
  
   – vocals
• Bill Mays
  Bill Mays
  William Allen Mays , best known as Bill Mays, is a jazz pianist from Sacramento, California He came from a musical family and at fifteen he became interested in jazz at an Earl Hines concert....
  
   – piano, Fender Rhodes
• Gerry Mulligan
  Gerry Mulligan
  Gerald Joseph "Gerry" Mulligan was an American jazz saxophonist, clarinetist, composer and arranger. Though Mulligan is primarily known as one of the leading baritone saxophonists in jazz history – playing the instrument with a light and airy tone in the era of cool jazz – he was also...
  
   – baritone Saxophone
  Baritone saxophone
  The baritone saxophone, often called "bari sax" , is one of the largest and lowest pitched members of the saxophone family. It was invented by Adolphe Sax. The baritone is distinguished from smaller sizes of saxophone by the extra loop near its mouthpiece...
  
  
• Mundell Lowe
  Mundell Lowe
  Mundell Lowe is an American jazz guitarist.Lowe was born in Laurel, Mississippi on 21 March 1922. In the 1930s he played country music and Dixieland jazz. He later played with big bands and orchestras, and on television in New York City. In the 1960s, Lowe composed music for films and television...
  
   – electric guitar
  Electric guitar
  An electric guitar is a guitar that uses the principle of direct electromagnetic induction to convert vibrations of its metal strings into electric audio signals. The signal generated by an electric guitar is too weak to drive a loudspeaker, so it is amplified before sending it to a loudspeaker...
  
  , acoustic guitar
  Acoustic guitar
  An acoustic guitar is a guitar that uses only an acoustic sound board. The air in this cavity resonates with the vibrational modes of the string and at low frequencies, which depend on the size of the box, the chamber acts like a Helmholtz resonator, increasing or decreasing the volume of the sound...
  
  
• George Duvivier
  George Duvivier
  George Duvivier was an American jazz double-bass player.Duvivier was born in New York City and took up the cello and also the violin while in high school before settling on the bass. He also learned composition and scoring before going out on the road with Lucky Millinder and then with the Cab...
  
   – double bass
  Double bass
  The double bass, also called the string bass, upright bass, standup bass or contrabass, is the largest and lowest-pitched bowed string instrument in the modern symphony orchestra, with strings usually tuned to E1, A1, D2 and G2...
  
  
• Shelly Manne
  Shelly Manne
  Shelly Manne , born Sheldon Manne in New York City, was an American jazz drummer. Most frequently associated with West Coast jazz, he was known for his versatility and also played in a number of other styles, including Dixieland, swing, bebop, avant-garde jazz and fusion, as well as contributing...
  
   – drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  , percussion

Production

• Arranged & Produced By Barry Manilow
• Recorded & Engineered By Michael Braunstein
• Assistant Engineers: Deni King, Greg Laney