- "Dancin' Jones" (Jerry Leiber, Mike Stoller, John Sembello, Ralph Dino) - 3:18
- "Just in the Nick of Time" (Nicolette Larson, Ted Templeman, Lauren Wood) - 3:24
- "Let Me Go, Love" (Michael McDonald, B.J. Cook Foster) - 3:49
- "Rio de Janeiro Blue" (Richard Torrance, John Haeny) - 3:50
- "Breaking Too Many Hearts" (Lauren Wood) - 3:33
- "Back in My Arms" (Brian Holland, Eddie Holland, Lamont Dozier) - 3:51
- "Fallen" (Lauren Wood) - 3:23
- "Daddy" (Bobby Troup) - 3:23
- "Isn't It Always Love" (Karla Bonoff) - 3:06
- "Trouble" (Lowell George) - 2:31
- Nicolette Larson – lead vocals, backing vocals
- Michael Omartian – keyboards (1, 7)
- Bill Payne – keyboards (2-5, 9)
- Paul Barrere – guitars (1, 2, 4-9), guitarlele (3)
- Bob Glaub – bass (1-9)
- Rick Shlosser – drums (1-9)
- Ted Templeman – percussion (1-9), backing vocals (1, 2, 4, 7, 8), keyboards (6)
- Bobby LaKind –congas (1-9), backing vocals (6)
Additional musicians
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- Michael McDonald – lead vocals (3), keyboards (6)
- Van Dyke Parks – keyboards (10)
- Fred Tackett – guitars (1)
- Ronnie Montrose – guitar solo (2)
- Victor Feldman – marimba (9)
- The Memphis Horns – horns (1, 4)
- Jim Horn – saxophone solo (1, 5, 6)
- Jerry Hey – flugelhorn (4)
- Ben Cauley – flugelhorn (4)
- Lee Thornburg – trumpet solo (8)
- Jimmie Haskell – string arrangements (3-7, 9), horn arrangements (3, 6, 9)
- Jerry Jumonville – horn arrangements (5, 8)
- Tom Johnston – backing vocals (1)
- Rosemary Butler – backing vocals (5, 6)
- Charra Penney – backing vocals (5, 8)
- Ted Templeman – producer
- Donn Landee – engineer
- Ken Deane – engineer
- Loyd Clifft – additional engineer
- Gene Thompson – mastering at Capitol Mastering (Hollywood, California)
- Susyn Schops – production coordinator
- Peter Whorf – art direction, design
- Joel Bernstein – photography
- Josephine Larson – title concept
- Nicolette Larson; In the Nick of Time liner notes; Warner Bros. Records 1979