Bette Midler – No Frills

Bass – Robert Popwell
Drums – Ricky Lawson
Guitar – Buzzy Feiten
Guitar – Mark Goldenberg
Soloist, Synthesizer – Mark Goldenberg
Synthesizer – Bobby Lyle
Synthesizer – Bobby Martin (2)
Synthesizer – Robert Irving III
Written-By – Nick Gilder
Written-By – James McCulloch

Acoustic Guitar – Philip Kennard
Acoustic Guitar – Brock Walsh
Backing Vocals – Philip Kennard
Backing Vocals – Lisa Garber
Backing Vocals – Laura Allan
Bass – Dave Demare
Drums, Percussion – David Logeman
Electric Guitar – Waddy Wachtel
Soloist, Guitar – Mark Goldenberg
Synthesizer – Robert Irving III
Written-By – Marshall Crenshaw

Backing Vocals – Janis Cercone
Backing Vocals – Lisa Garber
Backing Vocals – Laura Allan
Bass – Robert Popwell
Drums – Ricky Lawson
Guitar – Buzzy Feiten
Piano – Bobby Lyle
Soloist, Guitar – Mark Goldenberg
Synthesizer – Bobby Martin (2)
Synthesizer – Mark Goldenberg
Written-By – Barry Mann
Written-By – Cynthia Weil
Written-By – Tom Snow

Arranged By [Horns] – Marc "Caz" Macino
Backing Vocals – Lisa Garber
Backing Vocals – Laura Allan
Bass – Robert Popwell
Drums – Ricky Lawson
Guitar – Buzzy Feiten
Horns – Marc "Caz" Macino
Horns – Mark Hatch
Percussion – Malando Gassama
Piano – Bobby Lyle
Written-By – Max Gronenthal

Backing Vocals – Brock Walsh
Backing Vocals – Lisa Garber
Backing Vocals – Laura Allan
Bass – Mark Leonard (2)
Congas [Congos] – Bobbye Hall
Drums – Jim Keltner
Electric Guitar, Synthesizer – Chas Sandford
Electric Guitar, Synthesizer – Mark Goldenberg
Piano – Robert Irving III
Written-By – Andy Goldmark
Written-By – Brock Walsh
Written-By – Robin Batteau

Backing Vocals – Joe Turano
Backing Vocals – Greg Prestopino
Backing Vocals – Matthew Wilder
Bass – Vernon Porter (2)
Drums – Ricky Lawson
Guitar – Buzzy Feiten
Horns – Marc "Caz" Macino
Organ – Bobby Martin (2)
Synthesizer – Bobby Lyle
Written-By – Greg Prestopino
Written-By – Matthew Wilder

Backing Vocals – Jude Johnstone
Bass – Vernon Porter (2)
Drums – Ricky Lawson
Guitar – Buzzy Feiten
Keyboards – Bobby Lyle
Keyboards – Bobby Martin (2)
Written-By – Moon Martin
Written-By – Bill House

Bass – Tim Drummond
Drums – Jim Keltner
Guitar – Mark Goldenberg
Guitar – Danny Kortchmar
Written-By – Jagger-Richards

Backing Vocals – Linda Hart
Backing Vocals – Ula Hedwig
Backing Vocals – Katey Sagal
Backing Vocals – The Harlettes
Bass – Robert Popwell
Drums – Ricky Lawson
Electric Piano – Bobby Lyle
Guitar – Buzzy Feiten
Mixed By – Toby Scott
Organ, Synthesizer – Bobby Martin (2)
Written-By – Jessica Harper

Piano – Brock Walsh
Synthesizer – Mark Goldenberg
Written-By – Bette Midler
Written-By – Jerry Blatt
Written-By – Brock Walsh