1 Midnight Lady
Drums James Gadson
Drums, Synthesizer, Bongos Marvin Gaye
Guitar Gordon Banks
5:17
2 Sexual Healing
Backing Vocals Gordon Banks, Harvey Fuqua, Marvin Gaye
Drums, Electric Piano [Fender Rhodes], Synthesizer, Organ, Bells [Orchestra], Glockenspiel, Bells, Cymbal [Finger], Bongos, Congas Marvin Gaye
Guitar Gordon Banks
Written-By Marvin Gaye, Odell Brown
3:59
3 Rockin' After Midnight
Alto Saxophone, Tenor Saxophone Joel Peskin
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone, Bells [Orchestra], Finger Snaps, Bongos, Tambourine Marvin Gaye
Guitar Gordon Banks
6:03
4 'Til Tomorrow
Guitar, Bass, Drums Gordon Banks
Synthesizer Marvin Gaye
Tenor Saxophone Bobby Stern
4:58
5 Turn On Some Music
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone, Bells [Orchestra], Glockenspiel Marvin Gaye
Guitar Gordon Banks
5:08
6 Third World Girl
Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass], Organ Marvin Gaye
Guitar, Bass, Drums Gordon Banks
Harmonica Bobby Stern
4:35
7 Joy
Drums, Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass] Marvin Gaye
Guitar, Bass Gordon Banks
Tenor Saxophone Bobby Stern
4:23
8 My Love Is Waiting
Drums, Guitar, Bass, Electric Piano [Fender Rhodes] Gordon Banks
Synthesizer, Organ Marvin Gaye
Written-By Gordon Banks
5:08
9 Rockin' After Midnight (Instrumental)
Arranged By [Horns], Conductor [Horns] McKinley T. Jackson*
Contractor [Horns] David Stout
Engineer [Assistant, Studio Katy] Didier Leonard, Henri Van Durme
Engineer [Devonshire Studios] John Kovorak*
Engineer [Kendun Recorders] Dan Bates
Engineer [Studio Katy] Mike Butcher
Executive-Producer Larkin Arnold
Horns David Stout And The L.A. Horn Section
Mastered By, Lacquer Cut By Brian Gardner
Mixed By, Edited By, Advisor [Production Advisor] Harvey Fuqua
Photography By Michael Heeg
Producer, Arranged By, Vocals Marvin Gaye
Technician [Studio Katy] John Rutledge