Menagerie

1. A1 Lovely DayWithers, Scarborough 4:15
2. A2 I Want To Spend The NightWithers 3:41
3. A3 Lovely Night For DancingWithers 5:51
4. A4 Then You Smile At MeWithers, McDonald 4:54
5. B1 She Wants To (Get On Down)Withers, Nash 3:15
6. B2 It Ain't Because Of Me BabyWithers, Jones 3:31
7. B3 Tender ThingsWithers 5:02
8. B4 WintertimeCoulter 3:17
9. B5 Let Me Be The One You NeedWithers, Scarborough 4:44

• Clarence McDonaldArranged By, Keyboards, Producer, Written-By, Arranged By (Strings- And Horn)
• Jerry KnightBass
• Russ KunkelDrums, Shaker
• Ray Parker Jr.Guitar
• Ralph MacDonaldPercussion
• Bill WithersProducer, Written-By, Guitar, Keyboards
• Keni BurkeBass, Producer
• Dean GantKeyboards
• Alvin TaylorDrums
• Hodges, James And SmithBacking Vocals
• Clifford CoulterKeyboards, Synthesizer, Soloist, Producer, Written-By
• Michael JonesSynthesizer, Written-By

• Charles Veal Jr.Concertmaster
• Paul RiserArranged By (Strings- And Horn)

Also credited. Written-By: Skip Scarborough, Larry Nash. Design: Roger Carpenter. Engineer: Bob Merritt. Engineer (Assistant): Phil Jantaas. Illustration: Lou Beach. Lacquer Cut By: Bob Ludwig. Mastered By: Bob Ludwig. Photography By: Elliot Gilbert.