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A1 Midnight Lady
Drums – James GadsonDrums, Synthesizer, Bongos – Marvin GayeGuitar – Gordon Banks

A2 Sexual Healing
Backing Vocals – Gordon Banks, Harvey Fuqua, Marvin GayeDrums, Electric Piano [Fender Rhodes], Synthesizer, Organ, Bells [Orchestra], Glockenspiel, Bells, Cymbal [Finger], Bongos, Congas – Marvin GayeGuitar – Gordon BanksWritten By – Marvin Gaye And Odell BrownWritten-By – Odell Brown

A3 Rockin After Midnight
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone, Bells [Orchestra], Finger Snaps, Bongos, Tambourine – Marvin GayeGuitar – Gordon BanksSaxophone [Alto, Tenor] – Joel Peskin

A4 Til Tomorrow
Guitar, Bass, Drums – Gordon BanksSaxophone [Tenor] – Bobby SternSynthesizer – Marvin Gaye

B1 Turn On Some Music
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone, Bells [Orchestra], Glockenspiel – Marvin GayeGuitar – Gordon Banks

B2 Third World Girl
Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass], Organ – Marvin GayeGuitar, Bass, Drums – Gordon BanksHarmonica – Bobby Stern

B3 Joy
Drums, Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass] – Marvin GayeGuitar, Bass – Gordon BanksSaxophone [Tenor] – Bobby Stern

B4 My Love Is Waiting
Drums, Guitar, Bass, Electric Piano [Fender Rhodes] – Gordon BanksSynthesizer, Organ – Marvin GayeWritten-By – Gordon Banks

Companies etc
Pressed By – Jugoton – ULP 1301
Mastered At – Allen Zentz Recording
Licensed From – CBS Inc.
Recorded At – Studio Katy
Mixed At – Studio Katy
Remixed At – Devonshire Studios

Arranged By [Horns], Conductor [Horns] – McKinley T. Jackson*
Contractor [Horns] – David Stout
Engineer [Assistant / Recording, Mixing] – Didier Leonard, Henri Van Durme
Engineer [Horns Recording] – Dan Bates
Engineer [Recording, Mixing] – Mike Butcher
Engineer [Remix, Editing] – John Kovorak*
Executive-Producer – Larkin Arnold
Horns – David Stout And The L.A. Horn Section
Mastered By – Brian Gardner
Mixed By, Edited By – Harvey Fuqua
Photography By – Michael Heeg
Producer, Arranged By, Vocals – Marvin Gaye
Technician [Recording, Mixing] – John Rutledge
Written-By – Marvin Gaye (tracks: A1 to B3)

Inner sleeve contains lyrics.

Barcode and Other Identifiers
Matrix / Runout (Side A): ULP 1301 A 28983 SB
Matrix / Runout (Side B): ULP 1301 B 28983 SB