Personnel: Michael Bolton (vocals); Blue Miller (acoustic guitar); Dan Huff, Michael Thompson, Ken Greenberg (electric guitar); Jeff Miranov, Steve Lukather (guitar); Dave Koz (alto saxophone); Michael Brecker (tenor saxophone); John Hobbs (piano, synthesizer); Tony Harrell (Hammond B-3 organ, keyboards, synthesizer); Rob Mathes (keyboards, programming); Greg Phillinganes, Dave Delhomme (keyboards); Neil Jason (bass, programming); Michael Rhodes (bass); Shawn Pelton, Eddie Bayers (drums); Bashiri Johnson (percussion); Vicki Hampton, Trey Lorenz, Lisa Amann, Wendy Moten (background vocals).

Producers: Phil Ramone, Michael Bolton, Barry Beckett.

Engineers include: Dave Reitzas, Eric Schilling, Pete Greene.

Michel Bolton gained superstar status 10 years ago when SOUL PROVIDER sold four million copies. When he cut his hair a few years back, millions of female fans were discontented and it showed just how big he had become. On the follow-up to his 1992 smash TIMELESS: THE CLASSICS, he once again Boltonizes his favorite R&B, soul, and pop tunes.

Marvin Gaye would have stood up and taken notice of Michael's soulful take on "Sexual Healing." "Let's Stay Together" has been covered numerous times, but Michael's unique voice, along with a great arrangement, make it all his. Fine background harmonies and a laid-back approach make "My Girl" a winner. Dave Koz's wailing sax highlights a cover of Bill Wither's "Ain't No Sunshine". Showing his diversity, Bolton tackles the Dylan classic "Like A Rolling Stone" and sings every line for all he's worth. "Try A Little Tenderness" is one of his most heartfelt performances. Album closer "Whiter Shade Of Pale" duplicates Procol Harum's classic Hammond B-3 riff perfectly, as Michael takes it home.