Warren Hill - Synthesizer, Arranger, Horn, Saxophone, Vocals, Producer, Drum Programming, Executive Producer
Bill Reichenbach - Horn
Michael Thompson - Guitar (Acoustic), Guitar, Guitar (Electric)
Curt Bisquera - Drums
Rick Braun - Trumpet
Robbie Buchanan - Piano, Keyboards, Organ (Hammond)
Rick Chudacoff - Arranger, Producer, Associate Producer
Luis Conte - Percussion
Michael Eckart - Bass, Arranger, Keyboards, Producer, Engineer, Drum Programming
Sonny Emory - Drums
Ronnie Garrett - Bass
Werner Vana Gierig - Synthesizer, Piano, Keyboards
Mick Guzauski - Mixing
Chris Horvath - Arranger, Horn Arrangements
Vail Johnson - Bass

1. Shelter From The Storm
2. Roxanne
3. U R The 1
4. If Your Man Doesn't Treat You Right
5. Subway Slam
6. Wanna Believe
7. From The Soul
8. You're My Only Love
9. Hey Jude
10. Marathon Man
11. If Your Man Doesn't Treat You Right (Instrumental)
12. Shelter From The Storm (Instrumental)