| 1 | 50 CandlesDrums – Tim KelleyEngineer – Darin Prindle, Jim "Jiff" HingerEngineer [Mix Engineer] – Claudio CueniKeyboards – Tim Kelley & Bob RobinsonProducer, Arranged By – Bob Robinson, Shawn Stockman, Tim Kelley | 5:06 |
| 2 | JezzebelEngineer [Assistant Recording Engineer] – Daymon WarrenEngineer [Mix Engineer] – Claudio CueniEngineer [Recording Engineer] – Jim "Jiff" HingerInstruments [All Instruments Performed By] – Troy TaylorProducer [The Characters] – Charles Farrar, Troy TaylorProducer, Written-By – The Characters | 6:06 |
| 3 | Fallin'Engineer [Assistant Mix Engineer] – Gabriel Sutter, Rick NormanEngineer [Assistant] – Damon Warren, Todd ElhartEngineer [Mix Engineer] – Donnell SullivanEngineer [Recording Engineer] – Chris Wood , Jim "Jiff" HingerInstruments [All Instruments Performed By] – Brian McKnightProducer – Brian Mc KnightWritten-By – Brandon Barnes, Brian McKnight | 4:08 |
| 4 | Trying TimesBass, Drums – Tim KelleyEngineer – Jim "Jiff" HingerEngineer [Mix Engineer] – Claudio CueniGuitar – Shanon Keyboards – Tim Kelley & Bob RobinsonProducer, Arranged By – Bob Robinson, Tim Kelley, Wanya Morris | 5:23 |
| 5 | On Bended KneeCoordinator [Production Coordinator] – Susan OwensProducer, Arranged By, Instruments [All Instruments Performed By] – Jimmy Jam & Terry LewisRecorded By [Assisted By], Mixed By [Assisted By] – Jeff Taylor Recorded By, Mixed By – Steve Hodge | 5:29 |
| 6 | U KnowDrums – Tim KelleyEngineer – Darin PrindleEngineer [Assistant] – Leslie BrathwaiteEngineer [Mix Engineer] – Claudio CueniKeyboards – Tim Kelley & Bob RobinsonProducer – Bob Robinson, Boyz II Men, Tim Kelley | 4:46 |
| 7 | Khalil (Interlude)Engineer – Jim "Jiff" HingerPiano – Bob RobinsonProducer, Arranged By – Boyz II Men | 1:41 |
| 8 | Thank YouArranged By – Boyz II MenEngineer – Darin Prindle, Jeff Taylor , Jim "Jiff" Hinger, Leslie BrathwaiteEngineer [Mix Engineer] – Jim "Jiff" HingerProducer – Boyz II Men, Dallas Austin | 4:34 |
| 9 | All Around The WorldCoordinator [Production Coordinator] – Susan OwensProducer, Arranged By, Instruments [All Instruments Performed By] – Jimmy Jam & Terry LewisRecorded By [Assisted By], Mixed By [Assisted By] – Jeff Taylor Recorded By, Mixed By – Steve HodgeVoice [French Intro] – Tamara Spinner | 4:56 |
| 10 | I'll Make Love To YouBass – Reggie HamiltonCoordinator [Production Coordinator] – Ivy SkoffDrum Programming – Rayford GriffinEngineer – Brad GildermanEngineer [Assistant] – David Betancourt, Jamie Seyberth, Marty Hornburg, Milton ChanMixed By – Mick GuzauskiWritten-By, Producer – Babyface | 4:07 |
| 11 | I Sit AwayEngineer [Assistant Recording Engineer] – John FryeEngineer [Mix Engineer] – Jon GassEngineer [Recording Engineer] – Jim Zumpano, Neal PougeGuitar – Peter Moore Producer – L.A. Reid, Tony RichWritten-By – Tony Rich | 4:34 |
| 12 | YesterdayEngineer [Mix Engineer] – Claudio CueniProducer, Arranged By – Boyz II MenRecorded By – Jim "Jiff" HingerWritten-By – Paul McCartney & John Lennon | 3:07 |
| 13 | Water Runs DryCello – Kevan TorfehCoordinator [Production Coordinator] – Ivy SkoffDouble Bass [Upright Bass], Arranged By [Strings], Conductor [Strings] – Reggie HamiltonDrums – Rayford GriffinEngineer – Brad GildermanEngineer [Assistant] – David Betancourt, Jamie Seyberth, Marty Hornburg, Milton ChanMixed By – Mick GuzauskiViolin [1st Violin] – William Henderson Violin [2nd Violin] – Mark CargillWritten-By, Producer, Acoustic Guitar – Babyface | 3:21 |
| 14 | Vibin'Arranged By – Bob Robinson, Boyz II Men, Tim KelleyBass, Drums – Tim KelleyEngineer [Assistant] – Leslie BrathwaiteEngineer, Engineer [Mix Engineer] – Darin PrindleKeyboards – Tim Kelley & Bob RobinsonProducer – Tim Kelley & Bob Robinson | 4:27 |
Santa Cruz - Rocket Man
Spice Girls - Spice
Pete Rock & C.L. Smooth - Mecca And The Soul Brother
Queen - Queen Rocks
Mac Band - The Real Deal
Athlete - Tourist
Janet Jackson - Control