Personnel: Rick James (vocals, arranger, guitar, bass, drums, timbales, timpani, percussion); Teena Marie (vocals); Tom McDermott (guitar, percussion); Larry Hansen (violin); Danielle, LeMelle (flute, alto & tenor saxophones); John Ervin (flute, trombone); Gerald Albright (flute); Cliff Ervin (piccolo, trumpet, flugelhorn); Roy Roper, Fernando Harkless (trumpet); Stevie Wonder (harmonica); Erskine Williams (Clavinet, Hammond B-3 organ, keyboards); Levi Ruffin, Jr. (string synthesizer); Donny Keider (vibraphone); Oscar Alston (bass, percussion); Narada Michael Walden, Steve Price, Lanise Hughes (drums); Nate Hughes, Bugsy Wilcox, Armando Peraza, Raul Rekow (percussion); The Temptations, Lawrence Hilton Jacobs, Janet DuBois (background vocals).

Recorded at The Record Plant, Sausalito, California and Motown Studios, Hollywood, California between December 1980 & January 1981. Originally released on Gordy (1002M-1). Includes liner notes by Craig Werner.

All tracks have been digitally remastered.

This is part Of Motown Records "Classic Albums" series.