Side one

1. "Playin' by the Rules" – 4:55 (McDonald, Ed Sanford)
2. "I Keep Forgettin'
   I Keep Forgettin' (Every Time You're Near)
   "I Keep Forgettin' " is a song by American singer-songwriter Michael McDonald, from his debut album If That's What It Takes. It was written by McDonald and Ed Sanford...
   
   " – 3:39 (McDonald, Ed Sanford, Jerry Leiber, Mike Stoller)
3. "Love Lies" – 3:21 (McDonald, Randy Goodrum
   Randy Goodrum
   Randy Goodrum is an American songwriter. Goodrum has written numerous popular songs, including Anne Murray's #1 hit "You Needed Me" and "Broken Hearted Me" , Michael Johnson's "Bluer Than Blue" , England Dan & John Ford Coley's "It's Sad to Belong" , Steve Perry's "Oh Sherrie" , DeBarge's "Who's...
   
   )
4. "I Gotta Try" – 3:53 (McDonald, Kenny Loggins
   Kenny Loggins
   During the next decade, Loggins recorded so many successful songs for film soundtracks that he was referred to as, King of the Movie Soundtrack.He began with "I'm Alright" , "Mr. Night", and "Lead the Way" from Caddyshack...
   
   )
5. "I Can Let Go Now" – 2:54 (McDonald)

Side two

1. "That's Why" – 4:24 (McDonald, Randy Goodrum
   Randy Goodrum
   Randy Goodrum is an American songwriter. Goodrum has written numerous popular songs, including Anne Murray's #1 hit "You Needed Me" and "Broken Hearted Me" , Michael Johnson's "Bluer Than Blue" , England Dan & John Ford Coley's "It's Sad to Belong" , Steve Perry's "Oh Sherrie" , DeBarge's "Who's...
   
   )
2. "If That's What It Takes" – 4:17 (McDonald, Jackie De Shannon)
3. "No Such Luck" – 3:44 (McDonald, Grady Walker, Harry Garfield)
4. "Losin' End" – 4:11* (McDonald)
5. "Believe In It" – 4:41 (Thea Austin, Benito Benites, Durron Butler, John "Virgo" Garrett III)

Personnel

• Bass
  Bass guitar
  The bass guitar is a stringed instrument played primarily with the fingers or thumb , or by using a pick....
  
  : Willie Weeks
  Willie Weeks
  Willie Weeks is an American bass guitarist. He has gained fame performing with famous musicians in a wide variety of genres. He has been one of the most in-demand session musicians throughout his career. Weeks has also gained notoriety touring with many of rock's heavyweights throughout his career...
  
   (1,3,4,7,9 and 10), Louis Johnson
  Louis Johnson (bassist)
  Louis Johnson is an American bass guitarist.Johnson is best known for his group The Brothers Johnson and his session playing on several hit albums of the 1970s and '80s including the "best selling album of all time" Thriller...
  
   (2), Mike Porcaro
  Mike Porcaro
  Mike Porcaro is best noted as the bass player in the Grammy Award winning band, Toto.He is the middle brother of Toto members Jeff Porcaro and Steve Porcaro...
  
   (6 and 8)
• Drums
  Drum kit
  A drum kit is a collection of drums, cymbals and often other percussion instruments, such as cowbells, wood blocks, triangles, chimes, or tambourines, arranged for convenient playing by a single person ....
  
  : Steve Gadd
  Steve Gadd
  Steve Gadd is an American session and studio drummer, notable for his work with popular musicians from a wide range of genres.-Biography:...
  
   (1,3,4,7,9 and 10), Jeff Porcaro
  Jeff Porcaro
  Jeffrey Thomas "Jeff" Porcaro was an American session drummer and a founding member of the Grammy Award winning band Toto. Porcaro was one of the most recorded drummers in history, working on hundreds of albums and thousands of sessions...
  
   (2,6 and 8)
• Guitar
  Guitar
  The guitar is a plucked string instrument, usually played with fingers or a pick. The guitar consists of a body with a rigid neck to which the strings, generally six in number, are attached. Guitars are traditionally constructed of various woods and strung with animal gut or, more recently, with...
  
  : Dean Parks
  Dean Parks
  Dean Parks is an American session guitarist and record producer from Ft. Worth, TX.-Albums:Dean was member of The North Texas State One O'clock Lab Band before moving to Los Angeles to work with Sonny and Cher in 1970. Dean is best-known through his many contributions to albums by Steely Dan...
  
   (1,3,7,8 and 9), Steve Lukather
  Steve Lukather
  Steve "Luke" Lukather is an American guitarist, singer, songwriter, arranger, and record producer best known for his work with the rock band Toto. Lukather has played with many artists, released several solo albums, and worked as a composer, arranger, and session guitarist on more than 1,500 albums...
  
   (2,4,6,8 and 10), Robben Ford
  Robben Ford
  Robben Ford is an American blues, jazz and rock guitarist.-Biography:Ford was born in Woodlake, California, United States, but raised in Ukiah, California, and began playing the saxophone at age 10, picking up the guitar at age 13...
  
   (solo on 6 and 7)
• Saxophone
  Saxophone
  The saxophone is a conical-bore transposing musical instrument that is a member of the woodwind family. Saxophones are usually made of brass and played with a single-reed mouthpiece similar to that of the clarinet. The saxophone was invented by the Belgian instrument maker Adolphe Sax in 1846...
  
  : Edgar Winter
  Edgar Winter
  Edgar Holland Winter is an American musician. He is famous for being a multi-instrumentalist. He is a highly skilled keyboardist, saxophonist and percussionist. He often plays an instrument while singing. He was most successful in the 1970s with his band, The Edgar Winter Group, notably with their...
  
   (solo on 1 and 10), Tom Scott
  Tom Scott (musician)
  Tom Scott is an American saxophonist, composer, arranger, conductor and bandleader of the west coast jazz/jazz fusion ensemble The L.A. Express.-Biography:Scott was born in Los Angeles, California...
  
   (solo on 6)
• Alto saxophone
  Alto saxophone
  The alto saxophone is a member of the saxophone family of woodwind instruments invented by Belgian instrument designer Adolphe Sax in 1841. It is smaller than the tenor but larger than the soprano, and is the type most used in classical compositions...
  
  : Edgar Winter (8)
• Percussion
  Percussion instrument
  A percussion instrument is any object which produces a sound when hit with an implement or when it is shaken, rubbed, scraped, or otherwise acted upon in a way that sets the object into vibration...
  
  : Lenny Castro
  Lenny Castro
  Lenny Castro is an American freelancing percussionist in the studio recording industry in the Los Angeles area.-Early life:Castro is a percussionist of Puerto Rican descent and was born and raised in New York City. His father, Hector Castro, played the keyboard in a Latin style and gave his son...
  
   and Bobby LaKind
  Bobby LaKind
  Bobby LaKind was a conga player, vocalist, songwriter and occasional live backup drummer with The Doobie Brothers. He was originally a lighting roadie for the band...
  
   (1), Lenny Castro and Paulinho Da Costa
  Paulinho Da Costa
  Paulinho da Costa is a Brazilian percussionist born in Rio de Janeiro, considered one of the most recorded musicians of modern times. Playing over two hundred percussion instruments, he has participated in thousands of recording sessions, Grammy Award-winning albums, hit songs, soundtracks, radio...
  
   (3), Ted Templeman
  Ted Templeman
  Ted Templeman is an American record producer.-Career:He began his career in the mid 1960s in the Santa Cruz area as a drummer in a band called The Tikis. At the suggestion of Lenny Waronker, the group decided to change their name. Harpers Bizarre was born in 1966, with Templeman switching to...
  
   and Paulinho Da Costa (4), Lenny Castro (6,7,8 and 10)
• Piano
  Piano
  The piano is a musical instrument played by means of a keyboard. It is one of the most popular instruments in the world. Widely used in classical and jazz music for solo performances, ensemble use, chamber music and accompaniment, the piano is also very popular as an aid to composing and rehearsal...
  
  : Greg Phillinganes
  Greg Phillinganes
  Greg Phillinganes is an active session keyboardist in Los Angeles, California. He is a graduate of Cass Technical High School, Detroit Michigan....
  
   (1,3,7,10), Michael McDonald
  Michael McDonald (singer)
  Michael McDonald is a five-time Grammy Award winning American singer and songwriter. McDonald is known for a soulful baritone singing style and a multi-octave range. He began his career singing back-up vocals with Steely Dan...
  
   (4,5,6,8)
• Clavinet
  Clavinet
  A Clavinet is an electrically amplified keyboard instrument manufactured by the Hohner company. It is essentially an electronically amplified clavichord, analogous to an electric guitar. Its distinctive bright staccato sound has appeared particularly in funk, disco, rock, and reggae songs.Various...
  
  : Greg Phillinganes (2)
• Organ
  Organ (music)
  The organ , is a keyboard instrument of one or more divisions, each played with its own keyboard operated either with the hands or with the feet. The organ is a relatively old musical instrument in the Western musical tradition, dating from the time of Ctesibius of Alexandria who is credited with...
  
  : Greg Phillinganes (9)
• Fender Rhodes: Michael McDonald (1,2,3,7,9 and 10), Greg Phillinganes (4), Michael Omartian
  Michael Omartian
  Michael Omartian is an Armenian-American singer-songwriter, keyboardist, and music producer. He has been a participant in over 350,000,000 albums and CD’s sold worldwide, as a producer, arranger, artist or musician, during a career that has spanned over 38 years...
  
   (6 and 7)
• Lyricon
  Lyricon
  The Lyricon is an electronic wind instrument, the first wind controller to be constructed.Invented by Bill Bernardi , it was manufactured by a company called Computone Inc in Massachusetts...
  
  : Tom Scott
  Tom Scott (musician)
  Tom Scott is an American saxophonist, composer, arranger, conductor and bandleader of the west coast jazz/jazz fusion ensemble The L.A. Express.-Biography:Scott was born in Los Angeles, California...
  
   (solo on 9)
• Background Vocals: Michael McDonald, Ed Sanford, Maureen McDonald, Kenny Loggins
  Kenny Loggins
  During the next decade, Loggins recorded so many successful songs for film soundtracks that he was referred to as, King of the Movie Soundtrack.He began with "I'm Alright" , "Mr. Night", and "Lead the Way" from Caddyshack...
  
  , Christopher Cross
  Christopher Cross
  Christopher Cross is an American singer-songwriter from San Antonio, Texas. His debut album earned him five Grammys. He is perhaps best known for his Top Ten hit songs, "Sailing", "Ride Like the Wind", and "Arthur's Theme ", the last of which he performed for the film Arthur starring Dudley Moore...
  
  , Brenda Russell
  Brenda Russell
  Brenda Russell is an American-Canadian singer-songwriter and keyboardist. Known for her eclectic musical style, her recordings have encompassed several different genres, including pop, soul, dance, jazz and adult contemporary...
  
  , Kathy Walker, Amy Holland
  Amy Holland
  Amy Holland is a pop rock singer. She is of Dutch descent and changed her name from Boersma to Holland , because she thought it would make a better stage name. Her mother was country star Esmereldy and her father was opera singer Harry Boersma...
  
  

Production

• Produced By Lenny Waronker & Ted Templeman
• Engineers: Ken Deane, Bobby Hata, Lee Herschberg, James Isaacson, Donn Landee, Mark Linett, Steve McManus
• Overdub Engineers: Lee Herschberg, James Isaacson, Donn Landee, Mark Linett
• Mixing: Lee Herschberg
• Mastering: Bobby Hata

External links

• [ If That's What It Takes] at allmusic