1 | Ain't No Lovin'Drums – Arthur Thompson (A.T.)Guitar – James Williams Keyboards – Jerome HarmonStrings, Keyboards – Brian CulbertsonWritten-By – Jerome Harmon, Wayman Tisdale | 5:31 |
2 | Ready Or NotGuitar [Epiphone, James Tyler] – Brian MonroneySynth [Midi], Programmed By [Keyboard], Drum Programming – Dino Esposito, Scot RammerWritten-By – Arthur Thompson, R.H. Dunkin, Tim Carmen, Wayman Tisdale | 5:19 |
3 | LouisDrums – Michael White Keyboards, Organ [B-3] – Jerome HarmonOrgan [B-3], Piano – Shredrick MItchellPercussion – Steve Reid Saxophone – Donald HaysVocals – Trecina AtkinsWritten-By – Wayman Tisdale | 6:38 |
4 | Miles AwayCymbal [Overdubs] – Arthur Thompson (A.T.)Drums – John ParisGuitar, Keyboards – Bobby GonzalesKeyboards, Strings – Jerry Harris Organ [B-3] – Jerome HarmonSaxophone – Eddie M.Written-By – Bobby Gonzales | 4:33 |
5 | Sultry SummerBass [Fretless] – Marcus MillerDrums – Arthur Thompson (A.T.)Keyboards, Organ [B-3] – Jerome HarmonPercussion – Lenny CastroStrings – David DalhommeTrumpet, Flugelhorn – Michael (Patches) StewardWritten-By – Jerome Harmon | 5:46 |
6 | MexicocoGuitar – Marc AntoineKeyboards, Programmed By – Jerome HarmonPercussion – Lenny CastroWritten-By – Jerome Harmon, Wayman Tisdale | 3:11 |
7 | Fell In LoveCymbal – Arthur Thompson (A.T.)Guitar – James Williams , Marc AntoineKeyboards, Guitar, Programmed By – Jerry Harris Percussion – Steve Reid Saxophone – Everett HarpStrings, Keyboards – Shredrick MitchellWritten-By – Jerry Harris | 4:34 |
8 | African PrinceDrums – Arthur Thompson (A.T.)Keyboards – Jerome HarmonPercussion – Steve Reid Programmed By – Derek (D.O.A.) AllenWritten-By – Derek Allen, Wayman Tisdale | 3:58 |
9 | Bass ManDrums – Arthur Thompson (A.T.)Keyboards, Organ [B-3] – Jerome HarmonLead Guitar – Norman BrownRhythm Guitar – James Williams Saxophone – Gerald AlbrightWritten-By – Jerome Harmon, Wayman Tisdale | 5:14 |
10 | My OnlyArranged By [Vocals] – Chuckii Booker, Lalah HathawayBacking Vocals – Chuckii BookerDrums – Arthur Thompson (A.T.)Guitar – Bobby GonzalesKeyboards – Jerome HarmonLead Vocals – Lalah HathawayPercussion – Lenny CastroProgrammed By – Jerry Harris Saxophone – Gerald AlbrightStrings – David DalhommeWritten-By – David Cochrane, Lalah Hathaway, Wayman Tisdale | 4:27 |
11 | Breakfast With TiffanyDrums – Michael White Guitar [Epiphone, James Tyler] – Brian MonroneyPiano – Brian CulbertsonSynth [Midi], Programmed By [Keyboard], Drum Programming – Dino Esposito, Scot RammerWritten-By – Jerome Harmon, Wayman Tisdale | 4:40 |
12 | Take The Lord Along With YouBass – Derek (D.O.A.) AllenTambourine – Arthur Thompson (A.T.)Written-By – Derek Allen, Wayman Tisdale | 1:26 |