Track listing
All tracks are written by Daryl Hall, except where noted.
Side one| Title | Writer(s) |
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| 1. | "I'm Sorry" | | 3:06 |
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| 2. | "All Our Love" | | 2:41 |
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| 3. | "Georgie" | | 2:42 |
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| 4. | "Fall in Philadelphia" | | 3:58 |
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| 5. | "Waterwheel" | | 3:52 |
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| 6. | "Lazyman" | | 3:15 |
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Side two| Title | Writer(s) |
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| 7. | "Goodnight and Goodmorning" | | 3:18 |
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| 8. | "They Needed Each Other" | | 3:59 |
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| 9. | "Southeast City Window" | Oates | 2:31 |
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| 10. | "Thank You For..." | Oates | 4:36 |
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| 11. | "Lilly (Are You Happy)" | | 4:10 |
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| Total length: | 38:08 |
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Personnel
- Daryl Hall – lead vocals (1-8, 11), backing vocals, keyboards, synthesizer, guitars, mandolin, vibraphone, arrangements, cello and arrangements on "Southeast City Window"
- John Oates – lead vocals (2, 9-11), backing vocals, guitars, arrangements
- Jerry Ricks – guitar on "Southeast City Window"
- Bill Keith – pedal steel guitar on "All Our Love" and "Southeast City Window"
- Mike McCarthy – bass
- Jim Helmer – drums, percussion
- Arif Mardin – horn and string arrangements
Production
- Produced by Arif Mardin
- Recorded and Engineered by Lewis Hahn and Gene Paul
- Mixed by Gene Paul
- Mastered by Stephen Innocenzi
- Art Direction and Design – Richard Mantel
- Photography – John Paul Endress
References
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| Studio albums | |
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| Live albums | |
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| Compilation albums | |
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| Singles | |
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| Other songs | |
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| Hall solo albums | |
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| Oates solo albums | |
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| Related articles | |
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| Authority control databases | |
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