| A1 | | Big Noise From Winnetka Arranged By [Backing Vocals] – Marc Shaiman Backing Vocals – Bette Midler, Merle Miller, Robin Grean, Ula Hedwig Bass – Anthony Jackson Clarinet – Phil Bodner Congas – Crusher Bennett* Drums – Albert Izzo* Drums, Tom Tom – Mel Lewis Electric Piano – Arthur Jenkins Guitar – Joe Caro Lyrics By [Additional Lyrics] – Bette Midler, Marc Shaiman Synthesizer – Ed Walsh Whistle – Lamar Alsop Written-By – Crosby*, Haggart*, Rodin*, Bauduc* Arranged By [Backing Vocals] – Marc Shaiman Backing Vocals – Bette Midler, Merle Miller, Robin Grean, Ula Hedwig Bass – Anthony Jackson Clarinet – Phil Bodner Congas – Crusher Bennett* Drums – Albert Izzo* Drums, Tom Tom – Mel Lewis Electric Piano – Arthur Jenkins Guitar – Joe Caro Lyrics By [Additional Lyrics] – Bette Midler, Marc Shaiman Synthesizer – Ed Walsh Whistle – Lamar Alsop Written-By – Crosby*, Haggart*, Rodin*, Bauduc* | 6:56 |
| A2 | | Millworker Bagpipes – Jim Maxwell* Cello – Jesse Levy Percussion – Jack Jennings Piano – Randy Kerber Written-By – James Taylor (2) Bagpipes – Jim Maxwell* Cello – Jesse Levy Percussion – Jack Jennings Piano – Randy Kerber Written-By – James Taylor (2) | 4:06 |
| A3 | | Cradle Days Backing Vocals – Diva Gray, Luther Vandross, Robin Clark (2), Ullanda McCullough Bass – Will Lee Drums – Steve Ferrone Electric Piano – Warren Bernhardt Guitar – Jeff Mironov, Joe Caro Tenor Saxophone – Michael Brecker Written-By – Aaron Neville, Tony Berg Backing Vocals – Diva Gray, Luther Vandross, Robin Clark (2), Ullanda McCullough Bass – Will Lee Drums – Steve Ferrone Electric Piano – Warren Bernhardt Guitar – Jeff Mironov, Joe Caro Tenor Saxophone – Michael Brecker Written-By – Aaron Neville, Tony Berg | 5:00 |
| A4 | | My Knight In Black Leather Backing Vocals – Arthur Freeman*, Billy Gray (5), Carl Hall, Dave Brigati*, Eddie Brigati, Luther Vandross, Perry Kroeger, Phillip Ballou, Ula Hedwig Bass – Will Lee Bass Vocals [Bass Voice] – Ken Williams Drums – Steve Ferrone Electric Piano, Mellotron, Synthesizer – Randy Kerber Guitar – Jeff Mironov Percussion – Sammy Figueroa Piano – Richard Tee Written-By – Estelle Levitt, Jerry Ragovoy Backing Vocals – Arthur Freeman*, Billy Gray (5), Carl Hall, Dave Brigati*, Eddie Brigati, Luther Vandross, Perry Kroeger, Phillip Ballou, Ula Hedwig Bass – Will Lee Bass Vocals [Bass Voice] – Ken Williams Drums – Steve Ferrone Electric Piano, Mellotron, Synthesizer – Randy Kerber Guitar – Jeff Mironov Percussion – Sammy Figueroa Piano – Richard Tee Written-By – Estelle Levitt, Jerry Ragovoy | 4:53 |
| B1 | | Hang On In There Baby Backing Vocals – Babi Floyd, Diva Gray, Jocelyn Shaw, Luther Vandross Bass – Will Lee Drums – Steve Ferrone Electric Piano – Randy Kerber Guitar – Jeff Mironov, Joe Caro Percussion – Sammy Figueroa Piano – Richard Tee Soloist, Alto Saxophone – Eddie Daniels Written-By – Johnny Bristol Backing Vocals – Babi Floyd, Diva Gray, Jocelyn Shaw, Luther Vandross Bass – Will Lee Drums – Steve Ferrone Electric Piano – Randy Kerber Guitar – Jeff Mironov, Joe Caro Percussion – Sammy Figueroa Piano – Richard Tee Soloist, Alto Saxophone – Eddie Daniels Written-By – Johnny Bristol | 6:07 |
| B2 | | Hurricane Backing Vocals – Babi Floyd, Fonzi Thornton, Jocelyn Shaw, Luther Vandross, Ullanda McCullough Bass – Willie Weeks Drums – Steve Ferrone Electric Piano, Synthesizer – Randy Kerber Guitar – David Spinozza, Joe Caro Marimba, Vibraphone [Vibes] – Jack Jennings Percussion – Arif Mardin, Rafael Cruz* Piano – Warren Bernhardt Piano [Additional] – Bernie Leighton Written-By – Bette Midler, Randy Kerber Backing Vocals – Babi Floyd, Fonzi Thornton, Jocelyn Shaw, Luther Vandross, Ullanda McCullough Bass – Willie Weeks Drums – Steve Ferrone Electric Piano, Synthesizer – Randy Kerber Guitar – David Spinozza, Joe Caro Marimba, Vibraphone [Vibes] – Jack Jennings Percussion – Arif Mardin, Rafael Cruz* Piano – Warren Bernhardt Piano [Additional] – Bernie Leighton Written-By – Bette Midler, Randy Kerber | 7:21 |
| B3 | | Rain Acoustic Guitar – David Spinozza Backing Vocals – Babi Floyd, Diva Gray, Jocelyn Shaw Bass – Willie Weeks Drums – Steve Ferrone Electric Guitar – Joe Caro Piano – Richard Tee, Warren Bernhardt Soprano Vocals [Obligato] – Diva Gray Written-By – Mac Rebennack Acoustic Guitar – David Spinozza Backing Vocals – Babi Floyd, Diva Gray, Jocelyn Shaw Bass – Willie Weeks Drums – Steve Ferrone Electric Guitar – Joe Caro Piano – Richard Tee, Warren Bernhardt Soprano Vocals [Obligato] – Diva Gray Written-By – Mac Rebennack | 3:41 |
| B4 | | Married Men Backing Vocals – Carl Hall, Luther Vandross, Ula Hedwig, Ullanda McCullough Bass – Willie Weeks Drums – Steve Ferrone Guitar – Joe Caro Percussion – Crusher Bennett* Piano, Synthesizer – Randy Kerber Soloist, Tenor Saxophone – Michael Brecker Written-By – Dominic Bugatti, Frank Musker* |
