- "Dowdy Ferry Road" (Dan Seals) – 3:23
- "It's Sad to Belong" (Randy Goodrum) – 2:54
- "Soldier in the Rain" (John Ford Coley, Sunny Dalton) – 4:45
- "Love is the One Thing We Hide" (Seals) – 2:53
- "Gone Too Far" (Coley) – 2:58
- "Where Do I Go From Here" (Parker McGee) – 2:59
- "Falling Stars" (Coley) – 2:56
- "You Know We Belong Together" (Coley, Seals) – 3:01
- "Don't Feel That Way No More" (Seals) – 3:07
- "Holocaust" (Seals) – 3:09
- John Ford Coley – acoustic guitar, keyboards, lead and backing vocals,
- England Dan Seals – acoustic guitar, lead and backing vocals
- Steve Gibson – acoustic guitar, electric guitar
- Bobby Thompson – acoustic guitar
- Doyle Grisham – steel guitar
- Shane Keister – keyboards, Moog synthesizer
- Kyle Lehning – keyboards
- Joe Osborn – bass
- Larrie Londin – drums, percussion
- Dennis Good – trombone
- George Tidwell – trumpet
- Billy Puett – woodwinds
- Buddy Skipper – woodwinds, horn arrangements (1), woodwind arrangements (6, 8)
- Bergen White – string arrangements, woodwind arrangements (4, 10)
- The Shelly Kurland String Section – strings
- Sheri Kramer – backing vocals
- Lisa Silver – backing vocals
- Wendy Suits – backing vocals
- Diane Tidwell – backing vocals
- Producer – Kyle Lehning
- Engineers – Kyle Lehning and Marshall Morgan
- Recorded and Mixed at Hazen’s Recording Studio (Hendersonville, TN).
- Mastered by Glenn Meadows at Masterfonics (Nashville, TN).
- Art Direction – Bob Defrin
- Photography – Jim Houghton and Earl Steinbecker