- "Let Love Take Control" (Hall, Oates, Billy Mann) - 3:29
- "Standing in the Shadows of Love" (Lamont Dozier, Eddie Holland, Jr., Brian Holland) - 3:59
- "I'll Be Around" (Thom Bell, Phil Hurtt) - 4:02
- "Used to Be My Girl" (Kenny Gamble, Leon Huff) - 4:00
- "Soul Violins" (Hall, Greg Bieck) - 4:05
- "I Can Dream About You" (Dan Hartman) - 3:16
- "Don't Turn Your Back on Me" (Hall) - 4:50
- "Fading Away" (Warren "Pete" Moore, Smokey Robinson, Robert Rodgers) - 3:39
- "Neither One of Us" (Jim Weatherly) - 4:19
- "After the Dance" (Marvin Gaye, Leon Ware) - 4:11
- "Rock Steady" (Aretha Franklin) - 4:04
- "Love TKO" (Gip Noble, Cecil Womack, Linda Womack) - 5:20
- "What You See Is What You Get" (Anthony Hester) - 4:30
- "Can't Get Enough of Your Love" (Barry White) - 3:48
- "You Are Everything" (Thom Bell, Linda Creed) - 3:55
- "I'm Still in Love with You" (Al Green, Al Jackson, Jr., Willie Mitchell) - 4:06
- "Ooh Child" (Stan Vincent) - 3:51
- "Without You" [Non-US Bonus Track] (Tom Evans, Pete Ham) - 4:23
- Daryl Hall – lead and backing vocals, keyboards, acoustic guitar, string arrangements and conductor (7)
- John Oates – lead and backing vocals, electric guitar
- Greg Bieck – keyboards, synth strings, drum programming, sequencing
- Tom "T-Bone" Wolk – acoustic guitar, electric guitar, bass guitar
Additional personnel
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- David Sancious – backing vocals (3), keyboards (4, 8, 11, 16)
- Bobby Eli – electric guitar (3, 4, 12, 14)
- Jeff Catania – electric guitar (6, 8)
- Steve Jordan – drums (6, 8, 11, 14)
- Charles DeChant – horns (8, 11, 16)
- Lenny Pickett – horns (8, 11, 16)
- David Spinozza – string arrangements and conductor (1–6, 8–17)
- Stephanie Cummins – cello (1–4, 7, 17)
- Sarah Hewitt-Roth – cello (1–4, 7, 17)
- Cenovia Cummins – violin (1–4, 7, 17)
- Carol Pool – violin (1–4, 7, 17)
- Robert Shaw – violin (1–4, 7, 17), concertmaster (1–4, 7, 17)
- Produced and Arranged by Daryl Hall, John Oates and Greg Bieck.
- Engineered and Mixed by Greg Bieck
- Assistant Engineer – Sean Price
- Additional Engineering – Dave O'Donnell, Peter Moshay and Jamie Rosenberg.
- Recorded at A-Pawling Studios (Pawling, NY), Great Divide Studios (Aspen, CO) and The Clubhouse (Los Angeles, CA).
- Mastered by Bob Ludwig at Gateway Mastering (Portland, ME).
- Drum and Studio Technician – Art Smith
- Design Coordinator – Kathy Phillips
- Cover Photo – Elliot Lewis
- Other Photography – Lynn Goldsmith and Justin Wilson
- Track Notes – David Wild