She Wants to Dance With Me - 3:14
Written by Rick Astley
Produced by Rick Astley , Phil Harding and Ian Curnow
Engineered by Phil Harding
Keyboards: Ian Curnow
Guitars: Robert Ahwai
Drums: A. Linn
Saxophone: Phil Todd
Fairlight Programming: Ian Curnow

Take Me to Your Heart - 3:27
Written by Stock / Aitken / Waterman
Produced by Stock, Aitken and Waterman
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Mike Stock and Matt Aitken
Guitars: Matt Aitken
Drums: A. Linn

I Don't Wanna Lose Her - 3:31
Written by Stock / Aitken / Waterman
Produced by Stock, Aitken and Waterman
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Mike Stock and Matt Aitken
Guitars: Matt Aitken
Drums: A. Linn

Giving Up on Love - 4:01
Written by Rick Astley
Produced by Daize Washbourn and Rick Astley
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Daize Washbourn and Rick Astley
Guitars: Roddy Matthews
Drums: Daize Washbourn and Rick Astley

Aint Too Proud to Beg - 4:19
Written by Holland / Whitfield
Produced by Stock, Aitken and Waterman
Engineered by Mark McGuire
Keyboards: Mike Stock and Matt Aitken
Guitars: Matt Aitken
Drums: A. Linn
Saxophone: Gary Barnacle

Till Then (Time Stands Still) - 3:14
Written by Stock / Aitken / Waterman
Produced by Stock, Aitken and Waterman
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Mike Stock and Matt Aitken
Guitars: Matt Aitken
Drums: A. Linn

Dial My Number - 4:09
Written by Rick Astley
Produced by Daize Washbourn and Rick Astley
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Daize Washbourn and Rick Astley
Guitars: Roddy Matthews
Drums: Daize Washbourn and Rick Astley

I'll Never Let You Down - 3:55
Written by Rick Astley
Produced by Daize Washbourn and Rick Astley
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Daize Washbourn and Rick Astley
Guitars: Roddy Matthews.
Drums: Daize Washbourn and Rick Astley

I Don't Want to Be Your Lover - 3:58
Written by Rick Astley
Produced by Daize Washbourn and Rick Astley
Engineered by Mike Duffy, Karen Hewitt & Yoyo
Keyboards: Daize Washbourn and Rick Astley
Guitars: Roddy Matthews
Drums: Daize Washbourn and Rick Astley

Hold Me In Your Arms - 4:32
Written by Rick Astley
Produced by Phil Harding and Ian Curnow
Engineered by Phil Harding
Keyboards: Ian Curnow
Guitars: Robert Ahwai
Drums: A. Linn
Fairlight Programming: Ian Curnow

Engineers assisted by Peter Day, Gordon Dennis, Steve Davies, Jason Barron, Leslie Sharma, Julian Gingell, Paul Waterman, Stewart Day, Chris McDonnell, Chris Keyte, Tony King.
Mixed by mixmasters Phil Harding, Pete Hammond and Dave Ford.
Recorded and mixed at PWL Studios 1, 2, 3 & 4.
Additional Keyboards: George De Angelis.
Backing Vocals: Mae McKenna, Mike Stock, Shirley Lewis, Rick Astley & Leroy Osborne.