tracks:
01	Don't Ask	(Gouldman)	04:03
02	Overdraft in Overdrive	(Gouldman/Stewart)	03:25
03	Don't Turn Me Away	(Stewart)	05:07
04	Memories	(Gouldman/Stewart)	04:33
05	Notell Hotel	(Gouldman/Stewart)	04:58
06	Les Nouveaux Riches	(Stewart)	05:14
07	Action Man in a Motown Suit ¿	(Gouldman/Stewart)	04:46
08	Listen With Your Eyes ¿	(Gouldman/Stewart)	03:15
09	Lying Here With You ¿	(Gouldman)	03:23
10	Survivor ¿	(Gouldman/Stewart)	05:48
11	Power Of Love *	(Gold/Gouldman/Stewart)	04:14
12	We've Heard It All Before *	(Gold/Gouldman/Stewart)	03:48
13	Tomorrow's World Today *	(Gouldman)	03:14
14	Runaway *	(Gold/Gouldman/Stewart)	04:07
¿ Tracks on European/Japan releases; * Tracks on US release
non album tracks:
15	You're Coming Home Again	(Stewart)	04:30

musicians:
Eric Stewart	Vocals, synthesiser, lead guitar, acoustic guitar, bass, slide guitar, pianos, percussion, electric piano, synthesiser strings, rock snare
Graham Gouldman	Vocals, bass, electric guitar, acoustic guitar, percussion, rhythm guitar, double bass, sitar
Paul Burgess	Drums, percussion
Rick Fenn	Electric guitar, lead guitar, fretless bass, acoustic guitar, backing vocals
Marc Jordan	Organ, piano, backing vocals, electric piano
Vic Emerson	Synclavier, string synthesiser, piano, electric piano, bass
Lenni Crookes	Sax on Don't Turn Me Away
Simon Phillips	Drums on Survivor and Tomorrow's World Today
Keith Bessey	Maracas on Survivor
Andrew Gold	Vocals, bass, guitar, piano, electric piano, synthesiser, vocoder, percussion

credits:
Produced by	Eric Stewart and Graham Gouldman, except The Power of Love, We've Heard It All Before, and Runaway produced by Andrew Gold
Recorded at	Strawberry Studios South, Dorking, Surrey, England; Strawberry Studios North, Stockport, Cheshire, England; and Sunset Sound, Los Angeles, California, United States
Engineered by	Don't Ask, Action Man in a Motown Suit, Lying Here With You, and Tomorrow's World Today engineered by Keith Bessey and Eric Stewart at Strawberry South; Overdraft in Overdrive, Don't Turn Me Away, Memories, Notell Hotel, Les Nouveaux Riches, Listen With Your Eyes, and Survivor engineered by Martin Lawrence and Chris Nagle at Strawberry North; The Power of Love, We've Heard It All Before, and Runaway engineered by Keith Bessey at Strawberry South and Jim Issacson at Sunset Sound, Los Angeles, California, United States, assisted by Steve McManus
Mixed by	Keith Bessey at Strawberry South on the Sony 1610 P.C.M. digital system, except The Power of Love, We've Heard It All Before, and Runaway mixed by Andrew Gold and Jim Issacson at Sunset Sound
Mastered by	Melvyn Abrahams (European/Japan versions); Mike Reese (US version)
Mastered at	Strawberry Mastering, London, England on the Sony 1610 P.C.M. digital system (European/Japan versions); The Mastering Lab, Los Angeles, California, United States (US version)
Sleeve design	Visible Ink Ltd.
Photography	John Shaw
Other	Andrew Gold appears courtesy of Asylum Records
Liner Notes	Special Thanks to Steve Cookey, Zeb White, Mark Cockburn, Colin Jones, Ric and Harvey, Angie, that bloke in Outer Mongolia, and Ann and Gloria