The Benoit/Freeman Project

All tracks composed by David Benoit and Russ Freeman; except where indicated

1. "Reunion" (Freeman) – 5:06
2. "When She Believed in Me" (Kenny Loggins, Benoit, Freeman) – 5:25
3. "Mediterranean Nights" – 6:57
4. "Swept Away" – 4:55
5. "The End of Our Season" – 4:16
6. "After the Love Has Gone" (David Foster, Jay Graydon, Bill Champlin) – 4:18
7. "Smartypants" – 5:42
8. "It's the Thought that Counts" (Benoit) – 6:02
9. "Mirage" (Freeman) – 5:59
10. "That's All I Could Say" – 3:17

• David Benoit – acoustic piano, rhythm arrangements, string arrangements and conductor (1, 3, 10), horn arrangements (7)
• Russ Freeman – synthesizers (1–5, 7), acoustic guitar (1, 2), electric guitar (1–5, 7, 9), classical guitar (1, 3–5, 8–10), rhythm arrangements, percussion (2, 6), bass (5), additional keyboards (6), guitars (6)
• Nathan East – bass (1–4, 7–9), vocals (8)
• Abraham Laboriel – bass (6)
• John Robinson – drums (1–4, 7–9), percussion (8)
• Tony Morales – drums (5)
• Mike Baird – drums (6)
• Steve Reid – percussion (1, 3, 10)
• Dan Higgins – alto saxophone (7)
• Gary Grant – trumpet (7)
• Jerry Hey – flugelhorn (6), trumpet solo (7), horn arrangements (7)
• Kenny Loggins – lead and backing vocals (2)
• Steve George – backing vocals (2)
• Anjani Thomas – backing vocals (2)
• Phil Perry – lead and backing vocals (6)
• Vesta Williams – lead vocals (6)

Orchestra (Tracks 1, 3 & 10)

• Suzie Katayama – music contractor, music preparation
• Joel Derouin – concertmaster
• Chuck Domanico and Arni Egilsson – bass
• Larry Corbett, Stephen Erdody, Suzie Katayama and Daniel Smith – cello
• Robert Becker, Cynthia Morrow, James Ross and Evan Wilson – viola
• Ron Clark, Bruce Dukov, Charles Everett, Armen Garabedian, Berj Garabedian, Pamela Gates, Endre Granat, Henry Ferber, Peter Kent, Maria Newman and Michele Richards – violin