Manilow assembled a stellar back-up group that includes top-notch West Coast musicians who have done this kind of thing many times before, especially pianist Alan Broadbent, known for his work with Irene Kral, not to mention Natalie Cole and Sheila Jordan. The instrumental solos, although brief, are entirely within the spirit of the music, like the trading of eights on "No Heartache Tonight" by Warren Luening with muted breeziness and Dan Higgins in his Phil Woodsian brightness and lyricism.
Some of the songs sound uncannily familiar, besides "When October Goes." For instance, "Good-bye My Love" was written to the chord changes of Matt Dennis’s "Angel Eyes" except for the altered melody and the repeated final notes like the ringing of a chime. "No Heartache Tonight" follows the acceleration of tempo and key changes as the narrative excitement increases in the way that "Don’t Rain on My Parade" does. "Southwind" contains the same Broadway mannerisms, with its use of good-natured apostrophe before Broadbent plinks out a single ringing note to reinforce the name.
However, the highlights of the CD are the duets with Brian McKnight, as well as with two other artists signed to the Concord label, Karrin Allyson and Manilow himself. Most effective is McKnight’s, though, with the raspiness of his upper-register singing in relaxed harmony with Schuur’s on "I’ll Be There." By contrast, Schuur and Allyson exchange views about the nastiness of the "Bill" that they share, as the build up for the predictable surprise conclusion. Schuur and Manilow sing a brief song, "Anytime," touching in its simplicity and in their directness about their melodious feelings for each other.
Midnight attains the consistency of an opulent nightclub feel throughout the entire CD, in much of the same spirit as Manilow’s earlier project, 2 A.M. Paradise Café, for which he recruited Gerry Mulligan, Mel Torme and Sarah Vaughan. The difference is that this time, the lead voice is Diane Schuur’s, and Midnight reflects her optimism and enjoyment in her relative good fortune of being able to entertain for a career, as expressed in the self-accompanied tune, "Life Is Good."