Produced by Don Was for Tann/Lewis Productions
Chief Engineer : Dave Iveland
Recorded at Cherokee / L.A.
Assistant Engineers : Brian Scheuble, Dan Bates, John Boghosian, Coke Johnson, Curtis Drake & Gary McGachan
Mr Horton's Drums Recorded by Michael Brauer at Mediasound / N.Y.C.
Assistant Engineers : Michael Christopher & Harry Spiridakis
Additional Overdubs at : Larrabee / L.A.
Assistant Engineers : Meloney West & Sabrina Buchanek, Village Recorder / L.A.
Engineer : Jeff Harris
Assistant Engineer : Doug Williams
Sound Suite / Detroit, Engineer : Don Was
Assistant Engineer : Steve "Dr. Ching" King, Blank Tapes / N.Y.C.
Engineer : Bob Blank
Bill Schnee's Studio / N. Hollywood
Engineer : Bill Schnee
Assistant Engineers : Dan Garcia & Dave Schober
"Afterglow" & "Raindance" Mixed by Frank Filippetti at Right Track / N.Y.C.
Assisted by Tim Crich
"It's A Cryin' Shame (Sha La La La La)", "Saved By Love" & "Where Does That Boy Hang Out" Mixed by Steve Hodge at Larabee / L.A.
Assisted by Judy Clapp
"Oh" & "Johnny Where Did Your Girlfriend Go" Mixed by Bill Schnee at Bill Schnee's Studio
Assisted by Dan Garcia
"Next Time" & "Don't Smile At Me ... I Already Know" Mixed by Don Was at Sound Suite / Detroit
Originally Mastered by Greg Fulginiti at Artisan Sound / L.A.
String Contractor : Frank DeCaro
A1 - It's A Cryin' Shame (Sha La La La La)
Fairlight : Craig Siegal
Programming by Craig Siegel
Fender Rhodes : Aaron Zigman
Guitars : Chuck Cochran
Synthesized Strings & Horns Arranged And Conducted by Paul Riser
Oberheim : Luis Resto
Sax : David McMurray
Background vocals : Ula Hedwig, JoAnn Harris, Jason Scheff & David Lasley
A2 - Afterglow
Bass : Nathan East
Guitars : Chuck Cochran
Acoustic Piano, Fender Rhodes, Yamaha DX7 & Emulator : Aaron Zigman
Linn Drum Programming : Don Was
Drums : Yogi Horton
Synthesized Strings & Horns Arranged And Conducted by Paul Riser
Oberheim : Luis Resto
Sax : David McMurray
Background vocals : Ula Hedwig, Charlotte Crossley, Jason Scheff, Carmen Grillo & David Lasley
A3 - Oh
Bass, Acoustic Piano & Fender Rhodes : Jason Scheff
Guitar : David Williams
Drums : Yogi Horton
Strings Arranged & Conducted by Nick DeCaro
Background vocals : Ula Hedwig, Charlotte Crossley, Jason Scheff, Arnold McCuller, Carmen Grillo & David Lasley
A4 - Where Does That Boy Hang Out
Fairlight : David Benoit, Don Was & Craig Siegel
Programming by Will Alexander
Acoustic Piano, Prophet & Emulator : Aaron Zigman
Guitars : Chuck Cochran
Baritone Sax Solo : Joel Peskin
Synthesized Strings & Horns Arranged And Conducted by Paul Riser
Oberheim : Luis Resto
Sax : David McMurray
Percussion : Larry Fizatangelo
Background vocals : Ula Hedwig, JoAnn Harris, Jason Scheff, Carmen Grillo, Arnold McCuller & David Lasley
A5 - Euripides Meets The Shangri-Las
Original Poem Recorded at The Amtrak Train, February1984, Los Angeles to New York City
Transfer of cassette to reel by Paul Hamingson at Right Track, N.Y.C.
24 Track Recording, Voices & Effects by Bob Blank
The Cast : Ula Hedwig, Marsha Malamet, Gina Yowell, Loreatha Yowell, Robert I., Lou Malamet & David Lasley
Recorded & Mixed by Bob Blank at Blank Tapes / N.Y.C.
B1 - Next Time
The Singers : David Lasley
String Bass : Wade Short
Drums : Mitchell Roberts
Sax : Joel Peskin
Finger Pops : Don Was, Aaron Zigman & David Lasley
B2 - Saved By Love
Fairlight : Craig Siegel
Linn Drum : Don Was
Bass : Tinker Barefield
Guitar : Pat Kelley
Acoustic Piano, Fender Rhodes, Emulator & Prophet : Aaron Zigman
Synthesized Strings & Horns Arranged And Conducted by Paul Riser
Oberheim : Luis Resto
Sax : David McMurray
Horn Solo & Electric Woodwind Instrument : Joel Peskin
Drums : Yogi Horton
Background vocals : Ula Hedwig, JoAnn Harris, Jason Scheff, Carmen Grillo & David Lasley
B3 - Johnny Where Did Your Girlfriend Go
Bass : Bobby Watson
Guitars : Chuck Cochran
Acoustic Piano & Yamaha DX7 : Aaron Zigman
Drums : Yogi Horton
Sax Solo : Joel Peskin
Background vocals : Ula Hedwig, Charlotte Crossley, Jason Scheff, Arnold McCuller, Carmen Grillo & David Lasley
Synthesized Strings & Horns Arranged And Conducted by Paul Riser
Oberheim : Luis Resto
Sax : David McMurray
Tambourine : Mitchell Roberts
B4 - Don't Smile At Me ... I Already Know
Bass, Linn Drum & Oberheim : Don Was
Prophet : Luis Resto
Percussion : Kevin Schirhart
Yamaha DX7 & Emulator : Aaron Zigman
Background vocals : Charlotte Crossley & David Lasley
Rapped by David Lasley with The "NYC Spin Masters" Henry Garcia & Eric Garcia
B5 - Raindance
Bass : Jason Scheff
Guitars : Chuck Cochran
Yamaha DX7 & Fender Rhodes : Aaron Zigman
Drums : Yogi Horton
Background vocals : Ula Hedwig, Charlotte Crossley, Jason Scheff, Carmen Grillo & David Lasley
Synthesized Strings & Horns Arranged And Conducted by Paul Riser
Oberheim : Luis Resto
PERSONNEL:
Don Was : Bass, Linn Drum
Craig Siegal : Programming
Aaron Zigman : Keyboards
Paul Riser : Synthesizer Strings
Jason Scheff : Bass, Keyboards
Nick DeCaro : Strings Arrangement
Joel Peskin : Sax
David McMurray : Sax
Yogi Horton : Drums
Mitchell Roberts : Drums
Bobby Watson : Bass
Tinker Barefield : Bass
Wade Short : String Bas
Nathan East :Bass
Chuck Cochran : Guitar
David Williams :Guitar
Pat Kelley : Guitar
Background Vocals: Ula Hedwig, JoAnn Harris, Jason Scheff, Charlotte Crossley, Carmen Grillo, Arnold McCuller & David Lasley