Tonin'

1. "Let's Hang On!" (Bob Crewe, Sandy Linzer, Denny Randell) (with Frankie Valli) - 4:41
2. "Groovin'" (Eddie Brigati, Felix Cavaliere) (with Felix Cavaliere of The Rascals) - 4:09
3. "It's Gonna Take a Miracle" (Teddy Randazzo, Lou Stallman, Bob Weinstein) (with Bette Midler) - 3:56
4. "I Second That Emotion" (Al Cleveland, Smokey Robinson) (with Smokey Robinson) - 3:40
5. "La-La (Means I Love You)" (Thom Bell, William "Poogie" Hart) (with Laura Nyro) - 4:36
6. "Too Busy Thinking About My Baby" (Norman Whitfield, Barrett Strong, Janie Bradford) (with Phil Collins) - 4:44
7. "The Thrill Is Gone" (Roy Hawkins, Rick Darnell) (with Ruth Brown and B.B. King) - 6:07
8. "Hot Fun in the Summertime" (Sylvester "Sly Stone" Stewart) (with Chaka Khan) - 4:17
9. "Along Comes Mary" (Tandyn Almer) - 3:34
10. "Dream Lover" (Bobby Darin) (with James Taylor) - 4:53
11. "Save the Last Dance for Me" (Doc Pomus, Mort Shuman) (with Ben E. King) - 4:05
12. "God Only Knows" (Brian Wilson, Tony Asher) - 2:46

The Manhattan Transfer

• Cheryl Bentyne – backing vocals, lead vocals (5, 8, 11), vocals (12)
• Tim Hauser – backing vocals, vocal arrangements (1, 4, 6, 8, 9), additional arrangements (1), lead vocals (6, 8, 9), vocals (12)
• Alan Paul – backing vocals, vocal arrangements (1, 2, 10, 11), additional arrangements (1), lead vocals (2, 8-10), arrangements (2, 10), vocals (12)
• Janis Siegel – backing vocals, lead vocals (1, 3, 7, 8), vocal arrangements (3, 4, 5), additional arrangements (8), vocals (12)

Musicians and Guests

• Clay Ostwald – keyboards (1), Synclavier programming (1), arrangements (1), horn arrangements (1)
• Jorgé Casas – Synclavier programming (1), bass (1), arrangements (1), horn arrangements (1)
• Robbie Buchanan – keyboards (2, 3, 5, 8-11), synthesizers (2, 3, 5, 8-11), additional keyboards (10)
• Steve Skinner – programming (2, 4, 6, 8, 9), additional keyboards (2, 8, 11), arrangements (2, 4, 6, 8, 9), keyboards (6)
• Mark Mann – additional programming (2, 3, 8-11)
• Randy Kerber – keyboards (4), synthesizers (4)
• Tom Ranier – additional synthesizers (4)
• Laura Nyro – acoustic piano (5), lead vocals (5), arrangements (5)
• Joe Mardin – programming (5), percussion (5), live drums (6), cymbals (6), hi-hat (6)
• Greg Phillinganes – keyboards (7)
• Robbie Kondor – additional keyboards (9), programming (10, 11), arrangements (10, 11)
• Mike Finnigan – Hammond B3 organ (11)
• Rene Toledo – guitars (1)
• Michael Landau – guitars (2, 3, 8)
• Paul Jackson Jr. – guitars (4, 6)
• Michael Thompson – guitars (4, 9)
• David Spinozza – guitars (5)
• B.B. King – lead guitar (7)
• David Williams – guitars (7)
• Dean Parks – guitars (9-11)
• Abraham Laboriel – bass (3)
• Neil Stubenhaus – bass (4, 6)
• Will Lee – bass (5)
• Dave Marotta – bass (7)
• Jimmy Johnson – bass (9, 11)
• Mike Porcaro – bass (10)
• Mike Baird – drums (2, 3, 8, 11)
• John Robinson – drums (4, 9)
• Chris Parker – drums (5)
• Harvey Mason – drums (7)
• Carlos Vega – drums (10)
• Edwin Bonila – percussion (1)
• Luis Conte – percussion (1, 2, 8)
• Lenny Castro – percussion (2, 4, 8)
• Paulinho da Costa – percussion (11)
• Chris Hunter – saxophones (1, 4)
• Roger Rosenberg – saxophones (1, 4)
• Joel Peskin – alto saxophone (3), flute (9), tenor saxophone (10)
• Danny Wilensky – tenor saxophone (6)
• Herb Besson – trombone (1, 4)
• Tony Cadlic – trumpet (1, 4)
• Jim Hines – trumpet (1, 4)
• Tommy Morgan – harmonica (2)
• Arif Mardin – string arrangements, horn arrangements (1), arrangements (2-11), additional vocal arrangements (7, 9)
• Mervyn Warren – vocal arrangements (7, 12), vocal conductor (12)
• Corey Allen – vocal arrangements (8, 9)
• Gene Orloff – concertmaster
• Frank DeCaro – musical contractor
• Frankie Valli – lead vocals (1)
• Felix Cavaliere – lead vocals (2)
• Bette Midler – lead vocals (3)
• Smokey Robinson – lead vocals (4)
• Phil Collins – lead vocals (6)
• Ruth Brown – lead vocals (7)
• Chaka Khan – lead vocals (8)
• Ben E. King – lead vocals (10)

• Arif Mardin – producer
• Michael O'Reilly – recording, remixing
• Ed Cherney – additional engineer
• Jack Joseph Puig – additional engineer
• David Richards – additional engineer
• Jeremy Smith – additional engineer
• Chris Albert – assistant engineer
• Rich Castey – assistant engineer
• Matt Curry – assistant engineer
• Jay Millitsher – assistant engineer
• Carl Napps – assistant engineer
• Scott Perry – assistant engineer
• Marnie Riley – assistant engineer
• Rail Rogut – assistant engineer
• Rory Romano – assistant engineer
• George Marino – mastering at Sterling Sound (New York City, New York)
• Gloria Gabriel – project coordinator
• Thomas Bricker – art direction
• Firooz Zahedi – photography
• Vivian Turner – styling
• Enzo – hair
• Karen Kawahara – make-up
• Kareen Boursier – grooming
• Lindsay Scott Management, Inc. – management