1 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
Vocals – Bette Midler
Written-By – John Prine
2 Do You Want To Dance?
Arranged By [Strings], Arranged By [Horns] – Thom Bell
Bass – Ron Carter
Drums – Ray Lucas
Percussion – Ralph MacDonald
Piano – Barry Manilow
Producer – Joel Dorn
Vocals – Bette Midler
Written-By – Bobby Freeman
3 From A Distance
Arranged By – Steve Skinner
Backing Vocals – Charlót Crossley*, Cissy Houston, 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, Arranged By – Arif Mardin
Vocals – Bette Midler
Written-By – Julie Gold
4 Chapel Of Love
Bass – Michael Federal
Choir, Horns [A Horn Section] – Gail Kantor, Melissa Manchester, Merle Miller
Drums – Kevin Ellman
Guitar – Dickie Frank*
Producer – Ahmet Ertegun, Geoffrey Haslam
Producer, Piano – Barry Manilow
Vocals – Bette Midler
Written-By – Ellie Greenwich, Jeff Barry, Phil Spector
5 Only In Miami
Backing Vocals – Laura Allen*, Lisa Garber
Bass – Pops Popwell*
Drums – Ricky Lawson
Guitar – Buzzy Feiten
Horns – Mark Hatch
Horns, Arranged By [Horns] – Marc "Caz" Macino
Percussion – Malando Gassama
Piano – Bobby Lyle
Producer – Chuck Plotkin
Vocals – Bette Midler
Written-By – Max Gronenthal
6 When A Man Loves A Woman
Drums – Whitey Glan*
Guitar – Danny Weiss*, Steve Hunter
Harmony Vocals – Bill Champlin, Donny Gerrard
Harmony Vocals, Harmonica, Trombone – Norton Buffalo
Keyboards – Robbie Buchanan
Producer, Arranged By – Paul A. Rothchild
Saxophone – Jerry Jumonville
Trumpet – Mark Underwood
Vocals – Bette Midler
Written-By – Andrew Wright (4), Calvin Lewis
7 The Rose
Producer, Arranged By – Paul A. Rothchild
Written-By – Amanda McBroom
8 Miss Otis Regrets
Bass – Ron Carter
Clarinet [Solo] – Phil Bodner
Co-producer, Arranged By, Conductor – Marc Shaiman
Drums – Grady Tate
Guitar – Gene Bertoncini
Piano – Bernie Layton
Producer – Arif Mardin
Vocals – Bette Midler
Written-By – Cole Porter
9 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
Orchestra – Betsy And The Blowboys
Percussion – Joseph Mero
Piano – Don York
Producer – Lew Hahn
Recorded By [Live Recording Supervised By] – Arif Mardin
Reeds – Jaroslav Jakubovic
Trumpet – Miles Krasner
Written-By – Tom Waits
10 Wind Beneath My Wings
Co-producer – Marc Shaiman
Keyboards, Synthesizer – Paul Gaudette*
Producer, Arranged By – Arif Mardin
Written-By – Jeff Silbar, Larry Henley
11 Boogie Woogie Bugle Boy
Arranged By [Orchestra] – Arif Mardin
Producer – Barry Manilow
Vocals [All] – Bette Midler
Written-By – Don Raye, Hughie Prince
12 One For My Baby (And One More For The Road)
Producer, Lyrics By [Additional], Piano, Accompanied By, Arranged By – Marc Shaiman
Producer, Lyrics By [Additional], Vocals – Bette Midler
Written-By – Harold Arlen, Johnny Mercer
13 Friends
Backing Vocals – Gail Kantor, Melissa Manchester, Merle Miller
Bass, Backing Vocals – Michael Federal
Drums – Kevin Ellman
Guitar – Dickie Frank*
Producer – Ahmet Ertegun, Geoffrey Haslam
Producer, Piano, Backing Vocals, Arranged By [Stirngs], Arranged By [Horns] – Barry Manilow
Vocals – Bette Midler
Written-By – Buzzy Linhart, Mark Klingman
14 In My Life
Arranged By [Rhythm] – Marc Shaiman, Robbie Buchanan
Producer, Arranged By [Rhythm], Arranged By [Strings], Arranged By [Backing Vocals] – Arif Mardin
Vocals – Bette Midler
Written-By – John Lennon & Paul McCartney*