| Title | Writer(s) | Originally Recorded by |
|---|
| 1. | "I Heard It Through the Grapevine" | Norman Whitfield, Barrett Strong | Gladys Knight & the Pips | 3:44 |
|---|
| 2. | "You Are Everything" | Thom Bell, Linda Creed | The Stylistics (covered by Diana Ross & Marvin Gaye) | 2:48 |
|---|
| 3. | "Signed, Sealed, Delivered I'm Yours" | Stevie Wonder, Lee Garrett, Syreeta Wright, Lula Mae Hardaway | Stevie Wonder | 4:07 |
|---|
| 4. | "I'm Gonna Make You Love Me" | Kenny Gamble, Jerry Ross | Diana Ross & The Supremes and The Temptations | 3:56 |
|---|
| 5. | "Ain't Nothing Like the Real Thing" | Ashford & Simpson | Marvin Gaye & Tammi Terrell | 2:48 |
|---|
| 6. | "Reflections" | Holland–Dozier–Holland | Diana Ross & The Supremes | 3:22 |
|---|
| 7. | "How Sweet It Is (To Be Loved by You)" | Holland–Dozier–Holland | Marvin Gaye | 5:21 |
|---|
| 8. | "Ain't No Mountain High Enough f/ Fourplay" | Ashford & Simpson | Marvin Gaye & Tammi Terrell | 2:49 |
|---|
| 9. | "All in Love Is Fair" | Stevie Wonder | Stevie Wonder | 3:31 |
|---|
| 10. | "I Want You" | Leon Ware, Arthur "T-Boy" Ross | Marvin Gaye | 4:27 |
|---|
| 11. | "Distant Lover" | Marvin Gaye, Gwen Gordy Fuqua, Sandra Greene | Marvin Gaye | 4:20 |
|---|
| 12. | "I Believe (When I Fall in Love It Will Be Forever)" | Stevie Wonder, Yvonne Wright | Stevie Wonder | 5:05 |
|---|
| 13. | "Since I Lost My Baby" | Smokey Robinson, Warren "Pete" Moore | The Temptations | 4:34 |
|---|
| 14. | "Too High" | Stevie Wonder | Stevie Wonder | 5:25 |
|---|
- Michael McDonald – lead and backing vocals, acoustic piano, Fender Rhodes, arrangements
- Toby Baker – keyboards, synthesizers, programming, acoustic guitar, electric guitar, bass, drum programming, arrangements, backing vocals
- Tony Swain – keyboards, synthesizers, Fender Rhodes
- Bob James – keyboards
- Tim Akers – Hammond organ
- Tim Carmon – Hammond organ
- Simon Climie – arrangements, ProTools programming, acoustic guitar, electric guitar, backing vocals
- Chris Rodriguez – electric guitar, electric sitar
- Michael Thompson – guitar
- Larry Carlton – guitar
- Nathan East – bass
- Nicky Shaw – drums, percussion drum programming, arrangements
- Ricky Lawson – drums
- Harvey Mason – drums, percussion
- Paul Waller – percussion, programming, sound effects
- Mark Douthit – saxophone
- Nick Ingman – string arrangements
- Cliff Masterson – string arrangements
- Gavyn Wright – orchestra leader
- Isobel Griffiths – orchestra contractor
- The London Session Orchestra – strings
- Tracy Ackerman – backing vocals
- Amy Holland – backing vocals
- Jennifer Karr – backing vocals
- Audrey Martells – backing vocals
- Gale Mayes-West – backing vocals
- Alfreda McCrary Lee – backing vocals
- Ann McCrary – backing vocals
- Tommy Sims – backing vocals
- Dwayne Starling – backing vocals
- Tammy Taylor – backing vocals
- Leon Ware – backing vocals
- Kevin Whalum – backing vocals
- Producer – Simon Climie
- Executive Producer – Tony Swain
- Production Coordination – Lisa Patton and Debbie Johnson
- Engineers – Ben Fowler and Don Murray
- Second Engineer – Grady Walker
- Additional Engineer – Shannon Forrest
- Assistant Engineers – Joel Everden and Tom Sweeney
- ProTools Engineering – Adam Brown, Simon Climie, Shannon Forrest and Jonathan Shakovskoy.
- ProTools Assistant – Joel Everden
- Orchestra recorded by Alan Douglas
- Mixed by Mick Guzauski at Barking Doctor Recording (Mount Kisco, NY), assisted by Tom Bender.
- Mastered by Bob Ludwig at Gateway Mastering (Portland, ME).
- Album Coordinator – Dee Harrington
- Cover Photo – Michael Wilson
- Wardrobe – Richard Orga
- Styling and Makeup – Cindy Rich
