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SIDE 1:
1. "Keeps Me Wondering Why" (Gary Mallaber, Kenny Lee Lewis) – 3:43
2. "Abracadabra" (Steve Miller) – 5:10
3. "Something Special" (Mallaber, Lonnie Turner, Greg Douglass) – 3:35
4. "Give It Up" (Miller) – 3:35
5. "Never Say No" (Mallaber, John Massaro, Lewis) – 3:37

SIDE 2:
1. "Things I Told You" (Mallaber, Massaro) – 3:15
2. "Young Girl's Heart" (Mallaber, Massaro) – 3:33
3. "Goodbye Love" (Mallaber, Douglass, Turner) – 2:53
4. "Cool Magic" (Mallaber, Lewis) – 4:23
5. "While I'm Waiting" (Mallaber, Massaro) – 3:26

SIDE 1:
1. "Keeps Me Wondering Why" (Gary Mallaber, Kenny Lee Lewis) – 3:43
2. "Abracadabra" (Steve Miller) – 5:10
3. "Something Special" (Mallaber, Lonnie Turner, Greg Douglass) – 3:35
4. "Give It Up" (Miller) – 3:35
5. "Never Say No" (Mallaber, John Massaro, Lewis) – 3:37

SIDE 2:
1. "Things I Told You" (Mallaber, Massaro) – 3:15
2. "Young Girl's Heart" (Mallaber, Massaro) – 3:33
3. "Goodbye Love" (Mallaber, Douglass, Turner) – 2:53
4. "Cool Magic" (Mallaber, Lewis) – 4:23
5. "While I'm Waiting" (Mallaber, Massaro) – 3:26
:
Gary Mallaber – drums, percussion, keyboards
Kenny Lee Lewis – guitar
Gerald Johnson – bass
Steve Miller – vocals, guitar
John Massaro – guitars
Byron Allred – keyboards, synthesizer
:
Norton Buffalo – harmonica
Greg Douglass – guitar on tracks 3 & 8
Lonnie Turner – bass guitar on tracks 3 & 8

:
Produced by Steve Miller and Gary Mallaber
Recorded and mixed by David Cole
Additional recording by Gary Mallaber
Executive Producer – John Palladino
Photography – David Alexander
Art – Tommy Steele
Design – Tommy Steele / Jeff Lancaster
Drawing on Innersleeve Photo by Steve Miller

:
Gary Mallaber – drums, percussion, keyboards
Kenny Lee Lewis – guitar
Gerald Johnson – bass
Steve Miller – vocals, guitar
John Massaro – guitars
Byron Allred – keyboards, synthesizer
:
Norton Buffalo – harmonica
Greg Douglass – guitar on tracks 3 & 8
Lonnie Turner – bass guitar on tracks 3 & 8

:
Produced by Steve Miller and Gary Mallaber
Recorded and mixed by David Cole
Additional recording by Gary Mallaber
Executive Producer – John Palladino
Photography – David Alexander
Art – Tommy Steele
Design – Tommy Steele / Jeff Lancaster
Drawing on Innersleeve Photo by Steve Miller

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