| A1 | | Why Do Fools Fall In LoveArranged By – Rob Mounsey Bass, Piano – Rob Mounsey Drums – Yogi Horton Electric Guitar – Eric Gale, Jeff Mironov Guitar – Robert Kulick* Horns, Strings, Arranged By – Bert DeCoteaux Keyboards – Ray Chew Percussion – Ralph MacDonald Tenor Saxophone – George Young (2) Written-By – Lymon*, Levy* Arranged By – Rob Mounsey Bass, Piano – Rob Mounsey Drums – Yogi Horton Electric Guitar – Eric Gale, Jeff Mironov Guitar – Robert Kulick* Horns, Strings, Arranged By – Bert DeCoteaux Keyboards – Ray Chew Percussion – Ralph MacDonald Tenor Saxophone – George Young (2) Written-By – Lymon*, Levy* | 2:51 |
| A2 | | Sweet SurrenderArranged By, Piano – Ray Chew Bass – Francisco Centeno Drums – Yogi Horton Electric Guitar – Eric Gale Harmonica – Don Brooks Horns, Strings, Arranged By – Paul Riser Written-By – Christensen*, Stack* Arranged By, Piano – Ray Chew Bass – Francisco Centeno Drums – Yogi Horton Electric Guitar – Eric Gale Harmonica – Don Brooks Horns, Strings, Arranged By – Paul Riser Written-By – Christensen*, Stack* | 4:07 |
| A3 | | Mirror, MirrorArranged By, Piano – Ray Chew Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Robert Kulick* Horns, Arranged By – Randy Brecker Percussion – Ralph MacDonald Rhythm Guitar – Eric Gale, Jeff Mironov Written-By – Matkowsky*, Sembello* Arranged By, Piano – Ray Chew Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Robert Kulick* Horns, Arranged By – Randy Brecker Percussion – Ralph MacDonald Rhythm Guitar – Eric Gale, Jeff Mironov Written-By – Matkowsky*, Sembello* | 6:06 |
| A4 | | Endless LoveArranged By, Piano – Ray Chew Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Jeff Mironov Piano – Pat Rebillot Strings, Arranged By – Paul Riser Synthesizer – Ed Walsh Written-By – Richie* Arranged By, Piano – Ray Chew Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Jeff Mironov Piano – Pat Rebillot Strings, Arranged By – Paul Riser Synthesizer – Ed Walsh Written-By – Richie* | 4:54 |
| B1 | | It's Never Too LateArranged By, Piano – Ray Chew Backing Vocals – Leata Galloway, Margaret Dorn, Millie Whiteside Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Eric Gale, Jeff Mironov Horns, Strings, Arranged By – Paul Riser Keyboards – Leon Pendarvis Jr.* Percussion – Ralph MacDonald Written-By – Hartman* Arranged By, Piano – Ray Chew Backing Vocals – Leata Galloway, Margaret Dorn, Millie Whiteside Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Eric Gale, Jeff Mironov Horns, Strings, Arranged By – Paul Riser Keyboards – Leon Pendarvis Jr.* Percussion – Ralph MacDonald Written-By – Hartman* | 3:15 |
| B2 | | Think I'm In LoveAcoustic Guitar – Jeff Mironov Arranged By, Piano, Synthesizer – Ron Frangipane Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Eric Gale Horns, Strings, Arranged By – Paul Riser Keyboards – Ray Chew Percussion – Ralph MacDonald Written-By – Taylor* Acoustic Guitar – Jeff Mironov Arranged By, Piano, Synthesizer – Ron Frangipane Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Eric Gale Horns, Strings, Arranged By – Paul Riser Keyboards – Ray Chew Percussion – Ralph MacDonald Written-By – Taylor* | 4:11 |
| B3 | | Sweet NothingsArranged By, Keyboards – Leon Pendarvis, Jr.* Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Eric Gale, Jeff Mironov Horns, Arranged By – Randy Brecker Percussion – Ralph MacDonald Piano – Ray Chew Tenor Saxophone – Michael Brecker Written-By – Allbritten*, Self* Arranged By, Keyboards – Leon Pendarvis, Jr.* Bass – Neil Jason Drums – Yogi Horton Electric Guitar – Eric Gale, Jeff Mironov Horns, Arranged By – Randy Brecker Percussion – Ralph MacDonald Piano – Ray Chew Tenor Saxophone – Michael Brecker Written-By – Allbritten*, Self* | 2:59 |
| B4 | | Two Can Make ItArranged By, Piano – Ray Chew Bass – Francisco Centeno Drums – Yogi Horton Electric Guitar – Eric Gale Horns, Strings, Arranged By – Paul Riser Written-By – Pitchford*, Snow* Arranged By, Piano – Ray Chew Bass – Francisco Centeno Drums – Yogi Horton Electric Guitar – Eric Gale Horns, Strings, Arranged By – Paul Riser Written-By – Pitchford*, Snow* | 3:21 |
| B5 | | Work That BodyBacking Vocals – Leata Galloway, Margaret Dorn, Millie Whiteside Bass – Neil Jason Caller [Background] – Diana Gausepohl Drums – Yogi Horton Electric Guitar – Jeff Mironov Horns, Strings, Arranged By – Ray Chew Percussion – Ralph MacDonald Written-By – Ross* Written-By, Arranged By, Piano – Ray Chew Backing Vocals – Leata Galloway, Margaret Dorn, Millie Whiteside Bass – Neil Jason Caller [Background] – Diana Gausepohl Drums – Yogi Horton Electric Guitar – Jeff Mironov Horns, Strings, Arranged By – Ray Chew Percussion – Ralph MacDonald Written-By – Ross* Written-By, Arranged By, Piano – Ray Chew | 4:56 |