All tracks are written by Michael Franks except where noted
Side one| Title |
|---|
| 1. | "Face to Face" | 4:26 |
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| 2. | "I Surrender" | 4:01 |
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| 3. | "The Camera Never Lies" | 3:37 |
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| 4. | "Lip Service" | 4:13 |
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| 5. | "When I Think of Us" | 4:18 |
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Side two| Title | Writer(s) |
|---|
| 1. | "Island Life" | Franks, Rob Mounsey | 4:17 |
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| 2. | "Now You're in My Dreams" | Franks, Clifford Carter | 4:11 |
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| 3. | "Doctor Sax" | | 5:48 |
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| 4. | "Innuendo" | | 5:55 |
|---|
- Michael Franks – banjo, guitar, mandolin, vocals
- Randy Brecker – trumpet
- Lew Soloff – trumpet
- Bill Evans – tenor saxophone
- Lawrence Feldman – alto saxophone
- Michael Brecker – EWI, tenor saxophone
- Rob Mounsey – flute, keyboard bass, keyboards, background vocals
- Clifford Carter – piano, synthesizer
- Richard Tee – piano
- Michal Urbaniak – violin
- Hiram Bullock – guitar
- Cornell Dupree – guitar
- Steve Khan – guitar
- Earl Klugh – guitar
- Jeff Mironov – guitar
- Georg Wadenius – guitar
- Mark Egan – bass
- Neil Jason – bass
- Will Lee – bass, background vocals
- Marcus Miller – bass
- Robin Gould – drums
- Steve Jordan – drums
- Chris Parker – cymbals, drums
- Dave Weckl – drums
- Ralph MacDonald – congas, percussion
- Roger Squitero – caxixi, shekere
- Patti Austin – vocals, background vocals
- Kacey Cisyk – background vocals
- Art Garfunkel – background vocals
- Lani Groves – background vocals
