1. She Wants To Dance With Me 3:17
2. Take Me To Your Heart 3:30
3. I Don't Want To Lose Her 3:35
4. Giving Up On Love 4:05
5. Ain't Too Proud To Beg / Put Yourself In My Place 4:20
6. Till Then (Time Stands Still) 3:18
7. Dial My Number 4:10
8. I'll Never Let You Down 3:58
9. I Don't Want To Be Your Lover 4:01
10. Hold Me In Your Arms 4:35
Backing Vocals - Leroy Osborne , Mae McKenna , Shirley Lewis
Drums - A. Linn
Guitar - Robert Ahwai , Roddy Matthews
Keyboards - George De Angelis
Keyboards & Backing Vocals - Mike Stock
Keyboards & Drums - Daize Washbourn
Keyboards & Drums, Backing Vocals - Rick Astley
Keyboards & Guitar - Matt Aitken
Keyboards & Programming - Ian Curnow
Saxophone - Gary Barnacle , Phil Todd
Produced by Daize Washbourn (tracks: 4, 7, 9), Rick Astley (tracks: 1, 4, 7, 9) , Stock, Aitken & Waterman (tracks: 2, 3, 5, 6)
Mixed by Mixmasters Phil Harving, Pete Hammond & Dave Ford. Recorded & Mixed at PWL Studios 1, 2, 3 & 4.