The Benoit/Freeman Project

All tracks composed by David Benoit and Russ Freeman; except where indicated

1. "Reunion" (Freeman) – 5:06
2. "When She Believed in Me" (Kenny Loggins, Benoit, Freeman) – 5:25
3. "Mediterranean Nights" – 6:57
4. "Swept Away" – 4:55
5. "The End of Our Season" – 4:16
6. "After the Love Has Gone" (David Foster, Jay Graydon, Bill Champlin) – 4:18
7. "Smartypants" – 5:42
8. "It's the Thought that Counts" (Benoit) – 6:02
9. "Mirage" (Freeman) – 5:59
10. "That's All I Could Say" – 3:17

• David Benoit – acoustic piano (1-10), rhythm arrangements (1-10), string arrangements and conductor (1, 3, 10), horn arrangements (7)
• Russ Freeman – synthesizers (1-5, 7), acoustic guitar (1, 2), electric guitar (1-5, 7, 9), classical guitar (1, 3, 4, 5, 8, 9, 10), rhythm arrangements (1-10), percussion (2, 6), bass (5), additional keyboards (6), guitar (6)
• Nathan East – bass (1-4, 7, 8, 9), vocals (8)
• Abraham Laboriel – bass (6)
• John Robinson – drums (1-4, 7, 8, 9), percussion (8)
• Tony Morales – drums (5)
• Mike Baird – drums (6)
• Steve Reid – percussion (1, 3, 10)
• Dan Higgins – alto saxophone (7)
• Gary Grant – trumpet (7)
• Jerry Hey – flugelhorn (6), trumpet solo (7), horn arrangements (7)
• Kenny Loggins – lead and backing vocals (2)
• Steve George – backing vocals (2)
• Anjani Thomas – backing vocals (2)
• Phil Perry – lead and backing vocals (6)
• Vesta Williams – lead vocals (6)

Orchestra (1, 3 & 10)

• Suzie Katayama – music contractor, music preparation
• Joel Derouin – concertmaster
• Chuck Domanico and Arni Egilsson – bass
• Larry Corbett, Stephen Erdody, Suzie Katayama and Daniel Smith – cello
• Robert Becker, Cynthia Morrow, James Ross and Evan Wilson – viola
• Ron Clark, Bruce Dukov, Charles Everett, Armen Garabedian, Berj Garabedian, Pamela Gates, Endre Granat, Henry Ferber, Peter Kent, Maria Newman and Michele Richards – violin

• David Benoit – producer
• Russ Freeman – producer, vocal producer (2), overdub recording, guitar recording, additional keyboard recording, mixing
• Dave Grusin – executive producer
• Larry Rosen – executive producer
• Clark Germain – basic track recording, piano and drum recording (5), horns recording (7)
• Terry Nelson – engineer (2)
• Alan Hirshberg – engineer (6), basic track recording (6)
• Jeff Demorest – recording assistant
• Mark Guilbeault – recording assistant
• Tim Aller – piano and drum recording assistant (5), assistant engineer (6), horns recording assistant (7)
• Joseph Doughney – post-production recording
• Michael Landry – post-production recording
• Carl Griffin – mix assistant
• Ted Jensen – mastering
• Andi Howard – album coordinator
• Cara Bridges – album coordination assistant
• Michael Pollard – production coordinator
• Sonny Mediana – production director
• Sharon Franklin – production direction assistant
• Andy Baltimore – creative director
• Alba Acevedo – graphic design
• Dan Serrano – art direction, cover art
• Carl Studna – photography
• The Fitzgerald Hartley Co. – management for David Benoit
• Gardner Howard Ringe Entertainment – management for Russ Freeman

Studios

• Recorded at Cheyenne Mountain Ranch Studios (Colorado); Ocean Way Recording (Hollywood, CA); 29th Street Studio (Torrance, CA); Santa Barbara Sound Design (Santa Barbara, CA).
• Mixed at Cheyenne Mountain Ranch Studios.
• Mastered at Sterling Sound (New York, NY).