Lyrics by Jeffrey Osborne and Geoffrey Leib Jeffrey Osborne - lead vocal George Duke - Yamaha PF 10, Memory Moog, Acoustic Piano Solo Steve Ferrone - Drums Fred Washington - Bass Paul Jackson Jr - Guitar Paulinho DaCosta - Percussion Portia Griffin, Jeffrey Osborne - Background vocal George Del Barrio - String Arrangement 2nd track on the A-side of the album Don't Stop, in between the track Don't Stop and The Borderlines, this song takes one into day dreaming and also makes one gradually love the other tracks.

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