Across from Midnight

1. "Tonight" – 4:49 (Max Carl, Greg Sutton)
2. "Could You Be Loved" – 5:47 (Bob Marley)
3. "That's All I Need to Know" – 4:05 (Graham Lyle, Eros Ramazzotti, Vladi Tosetto)
4. "N'Oubliez Jamais" – 4:43 (Jim Cregan, Russ Kunkel)
5. "What Do I Tell My Heart?" – 5:00 (Rick Neigher, John Shanks)
6. "Wayward Soul" – 4:16 (Brenda Russell, Mark Cawley)
7. "Loving You Tonight" – 4:38 (Christopher Difford, Glenn Tilbrook)
8. "Across from Midnight" – 4:57 (Leann White, Tony Joe White)
9. "What Do You Say?" – 4:42 (Dean Grakal, Greg Sutton)
10. "The Last One to Know" – 3:30 (Bob Thiele, Greg Sutton)
11. "That's the Way Her Love Is" – 2:44 (Stephen Allen Davis)
12. "Need Your Love So Bad" – 5:19 (Mertis John Jr.)^[3]

• Joe Cocker – lead vocals
• Chris Stainton – acoustic piano (1, 2, 5, 8, 11, 12), Rhodes electric piano (1, 3, 6–9), Hammond B3 organ (3, 4, 6, 7, 9)
• C.J. Vanston – synthesizers (1, 5, 8, 11), Rhodes electric piano (1, 4, 8), Hammond B3 organ (2, 11), string arrangements (2), acoustic piano (4), accordion (4), synth strings (11)
• Steve Pigott – additional keyboards (3, 6, 7), keyboards (9)
• Garry Hughes – synthesizers (7), synth strings (7), keyboards (9, 10)
• Michael Landau – guitars (1, 2, 4, 5, 8)
• Dean Parks – guitars (1, 8), wah wah guitar (2), acoustic guitar (4), acoustic 12-string guitar (5), electric 12-string guitar (5)
• Tim Pierce – guitars (1, 4, 5)
• Graham Lyle – acoustic guitar (3)
• Tim Renwick – guitars (3, 6, 12)
• Ronnie Johnson – guitars (7, 9)
• Glenn Tilbrook – guitars (7), backing vocals (7)
• Matt Backer – guitars (10)
• Nigel Spennewyn – guitars (10)
• Neil Stubenhaus – bass (1, 5, 8)
• James "Hutch" Hutchinson – bass (2, 4)
• Phil Spalding – bass (3, 6, 7, 9, 10, 12), backing vocals (3, 6, 7, 9)
• John Robinson – drums (1, 5, 8)
• Kenny Aronoff – drums (2, 4)
• Geoff Dunn – drums (3, 6, 7, 9, 12)
• Rafael Padilla – percussion (1, 4, 5, 8)
• Luis Conte – percussion (2)
• Miles Bould – percussion (7, 9)
• Dick Marx – horn arrangements (2)
• Dan Higgins – saxophones (2)
• Jamie Talbot – alto saxophone (7, 9)
• Bill Reichenbach Jr. – trombone (2)
• Neil Sidwell – trombone (7)
• Gary Grant – trumpet (2)
• Jerry Hey – trumpet (2)
• Steve Sidwell – trumpet (7)
• Mark Feltham – harmonica (10)
• Nick Ingman – string arrangements (3)
• Joey Diggs – backing vocals (1, 5)
• Lamont Van Hook – backing vocals (1, 5)
• Fred White – backing vocals (1, 5)
• Alexandra Brown – backing vocals (2, 4, 8)
• Mortonette Jenkins – backing vocals (2, 4, 8)
• Marlena Jeter – backing vocals (2, 4, 8)
• Pete Smith – backing vocals (3, 6, 7, 9)
• Claudia Fontaine – backing vocals (6)
• Chris Difford – backing vocals (7)
• Tessa Niles – backing vocals (7)
• Juliet Roberts – backing vocals (10)

• Joe Cocker – executive producer
• Roger Davies – producer (1, 2, 4, 5, 8, 11), executive producer (3, 6, 7, 9, 10, 12), management
• Chris Lord-Alge – producer (1, 2, 4, 5, 8, 11)
• C. J. Vanston – producer (2)
• Pete Smith – producer (3, 6, 7, 9, 12)
• Garry Hughes – producer (10)
• Bob Thiele – original production (10)
• Norman Moore – art direction, design
• Greg Gorman – photography
• Michael Owens – tray photography

Technical credits

• Tony Cousins – mastering at Metropolis Mastering (London, UK)
• Doug Sax – mastering at The Mastering Lab (Hollywood, California, USA)
• Chris Lord-Alge – recording (1, 2, 4, 5, 8, 11), overdub recording (1, 2, 4, 5, 8, 11), mixing (1, 2, 4, 5, 8, 11)
• Matt Howe – recording (3, 6, 7, 9, 12), mixing (3, 6, 7, 9, 12)
• Andy Baker – recording (10)
• Dave Burnham – recording (10)
• Pete Smith – mixing (10)
• A. Mixdorf – recording assistant (1, 2, 4, 5, 8, 11)
• Mike Dy – overdub assistant (1, 2, 4, 5, 8, 11)
• Martin Dutasta – recording assistant (3, 6, 7, 9, 12)
• Lee Phillips – mix assistant (3, 6, 7, 9, 12)