All songs written by Bill Withers.
- "Close To Me" - 3:55
- "Naked & Warm (Heaven! Oh! Heaven!)" - 5:47
- "Where You Are" - 3:54
- "Dreams" - 5:34
- "If I Didn't Mean You Well" - 3:04
- "I'll Be With You" - 3:12
- "City of the Angels" - 10:45
- "My Imagination" - 4:52
- Bill Withers – lead vocals, backing vocals (3, 4)
- Benorce Blackmon – guitar (1, 2, 3, 6, 7, 8)
- Geoffrey Leib – guitar (1-8), electric piano (1, 7), acoustic piano (2, 3, 4, 6, 7)
- Clifford Coulter – Moog synthesizer (1, 4, 5)
- Don Freeman – electric piano (1-4, 6, 7), acoustic piano (5), synthesizer (7)
- Youseff Rahman – electric piano (2)
- Larry Nash – electric piano (8)
- Jerry Knight – bass (1, 3-7), backing vocals (2)
- Melvin Dunlap – bass (2)
- Larry Tolbert – drums (1-7)
- Earl "Crusher" Bennett – congas (1, 3-7, cowbell (1, 3-7), slapstick (1, 3-7), tambourine (1, 3-7), vibraslap (1, 3-7)
- Kwasi "Rocky" Dzidzornu – congas (1, 3)
- Dorothy Ashby – harp (2, 7, 8), obbligato vocals (2, 7, 8)
- Lenny Booker – backing vocals (2)
- Lois Booker – backing vocals (2)
- Helen Gonder – backing vocals (2)
- Marsha Johnson – backing vocals (2)
- Bill Withers – producer
- Bob Merritt – engineer
- Phil Jamtaas – assistant engineer
- Rick Smith – assistant engineer
- Bernie Grundman – mastering
- Ken Anderson – design
- Tom Steele – design
- Elliot Gilbert – cover photography
- Studios
Year
|
Single
|
Chart positions[5]
|
US R&B
|
1976
|
"If I Didn't Mean You Well"
|
74
|
1977
|
"Close To Me"
|
88
|