Track listing

1. "Meet Me, Midnight" (Bruce Sussman) – 2:58
2. "When October Goes" (Johnny Mercer
   Johnny Mercer
   John Herndon "Johnny" Mercer was an American lyricist, songwriter and singer. He is best known as a lyricist, but he also composed music. He was also a popular singer who recorded his own songs as well as those written by others...
   
   ) – 4:49
3. "Stay Away from Bill" (Eddie Arkin, Sussman) – 3:49
4. "I'll Be There" (Arkin, Marty Panzer) – 4:19
5. "Consider the Point from Both Ends" (Adrienne Anderson
   Adrienne Anderson
   Adrienne Anderson is an American songwriter, most notable for being the co-writer of "Could It Be Magic", among other Barry Manilow songs, as well as being the co-writer of signature songs for Dionne Warwick and Peter Allen ....
   
   , Arkin) – 4:12
6. "What Is Love?" (Arkin) – 3:31
7. "He Loved Me" (Arkin, Panzer) – 4:06
8. "Southwind" (Mercer) – 2:39
9. "Our Love Will Always Be There" (Anderson, Arkin) – 3:32
10. "No Heartache Tonight" (Arkin) – 3:32
11. "Good-Bye My Love" (Anderson) – 3:58
12. "Life Is Good" (Panzer) – 4:02
13. "Anytime" – 3:01

Performance

• Diane Schuur
  Diane Schuur
  Diane Schuur is an American jazz singer and pianist. Nicknamed "Deedles", she has won two Grammy Awards, headlined many of the world's most prestigious music venues, including Carnegie Hall and The White House and has toured the world performing with such greats as Quincy Jones, Stan Getz, B. B...
  
   - vocals, piano
• 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, arranger, producer, rhythm arrangements
• Bill Elliott Swing Orchestra:
• Chuck Berghofer - double bass
• Abraham Laboriel
  Abraham Laboriel
  Abraham Laboriel, Sr. is a Mexican bassist of Garifuna descent who has played on over 4,000 recordings and soundtracks. Guitar Player Magazine described him as "the most widely used session bassist of our time". Laboriel is the father of drummer Abe Laboriel Jr. and of producer, songwriter, and...
  
  
• Bill Liston -clarinet, saxophone, tenor saxophone
• Peter Erskine
  Peter Erskine
  Peter Erskine is an American jazz drummer and composer. He has enjoyed a long and successful career as a session drummer, recording and touring with many famous jazz and rock artists, including Steely Dan and Weather Report...
  
   - drums
• Harvey Mason
  Harvey Mason
  Harvey William Mason is an American jazz drummer. He has worked with many jazz and fusion artists such as Bob James, The Brecker Brothers, Lee Ritenour, Herbie Hancock's Headhunters and almost all the Mizell Brothers productions with Donald Byrd, Johnny Hammond, Bobbi Humphrey and Gary Bartz...
  
  
• Dan Higgins - flute, alto saxophone
• Eddie Arkin - guitar, arranger, producer, rhythm arrangements, orchestral arrangements
• Oscar Castro-Neves
  Oscar Castro-Neves
  Oscar Castro-Neves is a Brazilian guitarist, arranger, and composer who is considered a founding figure in Bossa nova. He was born as one of triplets and formed a band with his brothers in his youth. At 16 he had a national hit with Chora Tua Tristeza. Many of the early Bossa Nova musicians began...
  
   - guitar
• Anthony Wilson

• Tommy Morgan - harmonica
• Gayle Levant - harp
• Alan Estes - percussion, vibraphone
• Paulinho Da Costa
  Paulinho Da Costa
  Paulinho da Costa is a Brazilian percussionist born in Rio de Janeiro, considered one of the most recorded musicians of modern times. Playing over two hundred percussion instruments, he has participated in thousands of recording sessions, Grammy Award-winning albums, hit songs, soundtracks, radio...
  
   - percussion
• Alan Broadbent
  Alan Broadbent
  Alan Broadbent, MNZM , is a jazz pianist, arranger and composer best known for his work with artists such as Woody Herman, Diane Schuur, Chet Baker, Irene Kral, Sheila Jordan, Charlie Haden, Warne Marsh, Bud Shank, and many others.Broadbent studied piano and music theory in his own country, but in...
  
   - piano
• Randy Kerber
• Andy Martin - trombone
• Warren Luening - trumpet, flugelhorn
• Phillip Ingram
  Phillip Ingram
  Phillip Ingram was raised in Akron, Ohio. He came from a musical family with six brothers and sisters who all sang and played instruments but only Phillip and his brother, James Ingram, pursued a musical career....
  
   - vocals, background vocals
• Yvonne Williams
• Karrin Allyson
  Karrin Allyson
  Karrin Allyson is an American jazz vocalist. She has been nominated for three Grammy Awards, and has received positive reviews from several prominent sources, including The New York Times, which has called her a "singer with a feline touch and impeccable intonation."-Career:Allyson grew up in...
  
  
• Brian McKnight
  Brian McKnight
  Brian McKnight is an American singer-songwriter, arranger, producer, and R&B/Pop musician. He is a multi-instrumentalist who plays nine instruments: piano, guitar, bass guitar, drums, percussions, trombone, tuba, flugelhorn and trumpet....
  
  

Production

• Bruce Dukov - concert master
• Jorge Calandrelli
  Jorge Calandrelli
  Jorge Calandrelli is an Argentine composer, arranger and orchestrator.His truly ingenious arranging and composing techniques, especially his beautiful string writing, makes him very well recognized on many records of today's pop - jazz/ Jazz commercial record publications.Big record stars hired him...
  
  - conductor, rhythm arrangements, orchestral arrangements
• Joe Soldo - contractor, orchestra contractor
• Jill Simonsen - design
• Don Murray - engineer, mastering, mixing
• Patricia Arkin - executive producer
• Glen Barros
• John Burk
• Garry Kief
• Robert Vosgien - mastering

• Randee Saint Nicholas - photography
• Diego Uchitel
• Valerie Whitesell - production coordination
• Wil Donovan - studio assistant
• Bruce Monical
• Abbey Anna - art direction
• Charles Paakkari - assistant engineer
• Seth Presant
• Marc Hulett - assistant