A1 Upside Down
A2 Tenderness
B1 Friend To Friend
B2 I'm Coming Out
C1 Have Fun (Again)
C2 My Old Piano
D1 Now That You're Gone
D2 Give Up
Backing Vocals - Alfa Anderson, Fonzi Thornton, Luci Martin, Michelle Cobbs
Bass - Bernard Edwards
Drums - Tony Thompson
Guitar - Nile Rodgers
Keyboards - Andy Schwartz, Raymond Jones
Producer, Written By - Bernard Edwards & Nile Rodgers
Saxophone - Eddie Daniels
Strings - Cheryl Hong, Karen Milne, Valerie Haywood
Trombone - Meco Monardo
Trumpet - Robert Millikan