| 1 | Too Gone, Too LongAcoustic Guitar – Dean ParksElectric Guitar – Michael ThompsonEngineer [Recording] – Felipe ElguetaExecutive-Producer – En Vogue, Sylvia RhoneKeyboards – David FosterLead Vocals, Backing Vocals, Voice [Dialogue] – Cindy Herron Braggs, Maxine Jones, Terry Ellis Lyrics By, Music By – Diane WarrenMixed By – Mick GuzauskiMixed By [Assistant] – John MoonyProgrammed By [Synclavier Programming] – Simon FranglenVocals – En Vogue | 4:43 |
| 2 | LiesEngineer [Mastering - Assistant] – Erik WolfEngineer [Mastering] – Brian GardnerEngineer [Recording - Additional - Can Am Studio] – Jeff PoeEngineer [Recording - Assistant - Can Am Studio] – John Jackson Engineer [Recording - Assistant - Starlight Sound] – Lynn Levy, Ray Floyd, Sharon CleerEngineer [Recording - Can Am Studio] – Ken KessieEngineer [Recording - Starlight Sound] – Ken Kessie, Steve CounterExecutive-Producer – David Lombard, Denzil FosterKeyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By – En Vogue, Thomas McElroy, Denzil Foster, Khayree ShaheedMusic By – Denzil Foster, Thomas McElroyProducer, Arranged By – Thomas McElroy And Denzil FosterSaxophone – Grover Washington, Jr.Vocals – En VogueVoice [Dialogues] – Cindy Herron, Dawn Robinson, Thomas McElroy, Denzil Foster, Maxine Jones, Terry Ellis | 4:16 |
| 3 | Runaway LoveBacking Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Engineer [Mix] – Ken KessieEngineer [Recording] – Ken Kessie, Steven HartKeyboards, Drum Programming – Thomas Foster, Denzil McElroyLead Vocals – Cindy Herron, Dawn Robinson, Terry Ellis Producer, Executive-Producer, Music By, Lyrics By – Thomas McElroy And Denzil FosterVocals – En Vogue | 5:00 |
| 4 | No Fool No MoreArranged By [String Arrangement] – Big Baby Bass – Dominick MaybankDrums [Live] – Michael AllenEngineer [Recording - Assistant] – Milton ChanEngineer [Recording] – Ben ArrindellExecutive-Producer – Merlin Bobb, Missy Elliott, Sylvia Rhone, TimbalandGuitar – Bernard GrobmanLead Vocals, Backing Vocals, Voice [Dialogue] – Cindy Herron Braggs, Maxine Jones, Terry Ellis Lyrics By, Music By – Diane WarrenMixed By – Ben ArrindellRemix – Mick GuzauskiRemix [Assistant] – Tom BenderVocals – En Vogue | 4:18 |
| 5 | WhateverEngineer [Assistant] – Paul BoutinEngineer, Mixed By – Manny MarroquinGuitar – Mark ColemanLead Vocals, Backing Vocals – Cindy Herron Braggs, Maxine Jones, Terry Ellis Lyrics By, Music By – Babyface, Giuliano Franco, Keith AndesProducer, Electric Piano [Rhodes] – BabyfaceProgrammed By [Midi Programmer] – Randy WalkerSynthesizer, Drum Programming – Babyface, Giuliano FrancoVocals – En Vogue | 4:21 |
| 6 | My Lovin' (You're Never Gonna Get It)Bass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil KingEngineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterPercussion – Jon Bendich, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil FosterSaxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogue] – Chuckii Booker, Thomas McElroy, Denzil Foster | 4:43 |
| 7 | Hold On (Tuff Jam's Classic Garage Remix)Remix [Uncredited] – Tuff Jam | 6:18 |
| 8 | Give It Up, Turn It LooseBass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil KingEngineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterPercussion – Jon Bendich, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil FosterSaxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster | 5:12 |
| 9 | Giving Him Something He Can FeelBass, Soloist [Guitar Solo] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil KingEngineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner, Jinx JonesKeyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By – Curtis MayfieldPercussion – Jon Bendich, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil FosterSaxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster | 3:58 |
| 10 | Let It Flow (Funk Food Radio Remix)Remix [Uncredited] – The Soul Society | 3:59 |
| 11 | Let It FlowElectric Guitar, Bass – James EarleyKeyboards, Drum Programming – Thomas McElroy, Denzil FosterLead Vocals, Backing Vocals – Cindy Herron Braggs, Maxine Jones, Terry Ellis Mixed By – Ken KessieProducer, Written-By – Denzil Foster And Thomas McElroyRecorded By – Ken Kessie, Steve CounterVocals – En Vogue | 5:39 |
| 12 | Love Don't Love YouBass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil KingEngineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterPercussion – Jon Bendich, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil FosterSaxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster | 3:55 |
| 13 | Whatta ManArranged By [Vocal Arrangement] – Kimiko WhittakerBacking Vocals – 3 Feet, Cindy Herron, Dawn Robinson, En Vogue, Maxine Jones, Terry Ellis Executive-Producer – Herby "Luvbug" AzorGuitar – Marlon McClainKeyboards, Drum Programming – Thomas McElroy, Denzil FosterLead Vocals – Cindy Herron, Dawn Robinson, Terry Ellis Lyrics By, Music By – Herby AzorProducer ["What A Man" Sample], Written-By ["What A Man" Sample] – Dave CrawfordVocals – En Vogue, Salt-N-Pepa | 4:56 |
| 14 | Hold OnEngineer [Mastering - Assistant] – Erik WolfEngineer [Mastering] – Brian GardnerEngineer [Recording - Additional - Can Am Studio] – Jeff PoeEngineer [Recording - Assistant - Can Am Studio] – John Jackson Engineer [Recording - Assistant - Live Oak Studio] – Bob Fudjinski, James Williamson Engineer [Recording - Assistant - Starlight Sound] – Lynn Levy, Ray Floyd, Sharon CleerEngineer [Recording - Can Am Studio] – Ken KessieEngineer [Recording - Live Oak Studio] – Dale Everingham, Ken Kessie, Steve CounterEngineer [Recording - Starlight Sound] – Ken Kessie, Steve CounterExecutive-Producer – David Lombard, Denzil FosterLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By – En Vogue, Thomas McElroy, Denzil FosterMusic By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterProducer, Arranged By – Thomas McElroy And Denzil FosterSaxophone – Grover Washington, Jr.Vocals – En VogueVoice [Dialogues] – Cindy Herron, Dawn Robinson, Thomas McElroy, Denzil Foster, Maxine Jones, Terry Ellis | 5:05 |
| 15 | Don't Let Go (Love)Bass – Preston CrumpDrums – Lil' JohnEngineer [Recording - Assistant] – Mike "Fresh" WilsonEngineer [Recording] – Blake Eisenman, NealHPogueEngineer [Vocals], Mixed By [Vocals] – NealHPogue, Organized Noize ProductionsExecutive-Producer – En Vogue, Sylvia RhoneGrand Piano – ChanzGuitar – Martin Terry, Tommy MartinLead Vocals, Backing Vocals, Voice [Dialogue] – Cindy Herron, Maxine Jones, Terry Ellis Lyrics By, Music By – Andrea Martin, Ivan Matias, Marqueze Ethridge, Organized NoizeMixed By – NealHPogue, Organized Noize ProductionsVocals – En Vogue | 4:52 |
| 16 | Free Your MindBass, Soloist [Guitar Solos] – Jinx JonesDrums – Michael FellowsEngineer [Mastering] – Brian GardnerEngineer [Mix - Assistant] – John Jackson Engineer [Mix] – Ken KessieEngineer [Recording - Additional] – Michael Semanick, Neil KingEngineer [Recording] – Steve CounterGuitar – James 'Jinx' Gardner, Jinx JonesLead Vocals, Backing Vocals – Cindy Herron, Dawn Robinson, Maxine Jones, Terry Ellis Lyrics By, Music By, Keyboards, Drum Programming [Drum Machine Programming] – Thomas McElroy, Denzil FosterPercussion – John Bendich, Juan Escovedo, Peter Michael Producer, Arranged By, Executive-Producer – Thomas McElroy And Denzil FosterSaxophone – Jeffrey McCormick, Les HarrisSoloist [Saxophone Solos] – Jeffrey McCormickTrombone – Chris MondtTrumpet – Tony GeorgeVocals – En VogueVoice [Dialogues] – Chuckii Booker, Thomas McElroy, Denzil Foster | 4:52 |
Tracks 1, 4, 10 and 14 published © 1992 Two Tuff-E-Nuff Songs / Irving Music, Inc. Recorded at Fantasy Studios, Berkley, CA. Mixed at Can Am Studios, Tarzana, CA. Mastered at Bernie Grundman Mastering, Hollywood, CA. Produced and arranged for Two Tuff-E-Nuff Productions. From the EastWest album "Funky Divas" #92121.
Track 2 published by Two Tuff-E-Nuff Songs (BMI). Lyrics © 1989 Two Tuff-E-Nuff Songs. Recorded at Starlight Sound, Richmond, CA; Live Oak Studio, Tarzana, CA and Can Am Studio, Tarzana, CA. Mastered at Bernie Grundman Mastering, Los Angeles, CA. Produced and arranged for Two Tuff-E-Nuff Productions. From the EastWest album "Born To Sing" #82084.
Track 3 published by Sons of K-OSS / Sandia Music / Next Plateau Music (ASCAP) / Irving Music (BMI). Recorded and mixed on analog. From the Next Plateau / London Records LP, CD and CS "Very Necessary" by Salt-N-Pepa (828-392-1/2/4). ℗ 1993 London Records USA. Sample: Linda Lydell "What A Man" (1968 Stax Records). Sound Recording Rights - Fantasy Records. [Published by] Irving Music (BMI) / Sandia Music (ASCAP). From the EastWest album "Runaway Love" #92296.
Track 5 published by Organized Noize (adm.) / Stiff Shirt Music (BMI) / Almo Music Corp. / Sailandra Publishing / Rondor Music / One Ol' Ghetto Hoe / Warner Chappell Music, Inc. / Belt Star (ASCAP). Recorded at Doppler Recording Studio, Atlanta, GA and The Record Plant, Los Angeles, CA. Mixed at Record Plant, Los Angeles, CA. Mixed for NHP Sound, Inc. Vocals recorded at The Record Plant, Los Angeles, CA. Engineered and mixed for NHP Sound, Inc. at Hit Factory, NYC. From the EastWest album "EV3" #62057.
Track 6 published © 1975 Warner Tamerlane Publishing Corp. (BMI). Recorded at Fantasy Studios, Berkley, CA. Mixed at Can Am Studios, Tarzana, CA. Mastered at Bernie Grundman Mastering, Hollywood, CA. Produced and arranged for Two Tuff-E-Nuff Productions. From the EastWest album "Funky Divas" #92121.
Track 7 published by Realsongs / Baby Big Music / Boodamax Music (ASCAP). Recorded at Flava Station, Queens, NY; Hit Factory Recording Studios, New York, NY and Encore Studios, Burbank, CA. Mixed at Encore Studios, Burbank, CA. Remixed at Barking Doctor Recording, Mt. Kisco, NY. From the EastWest album "Why Do Fools Fall In Love?" #62265.
Track 8 published by Sony/ATV Songs LLC / ECAF Music (BMI) / No Intro Publishing / E2 Music / Keiande Songs (ASCAP). Recorded and mixed at Brandon's Way Recording, Los Angeles, CA. Produced for ECAF Productions, Inc. From the EastWest album "EV3" #62057.
Track 11 published by Two Tuff-E-Nuff Songs (BMI). Recorded at Fantasy Studios, Berkley, CA. Mixed at Can Am Recorders, Tarzana, CA. Mastered at Bernie Grundman Mastering, Hollywood, CA. Produced for Two Tuff-E-Nuff Productions, Inc. From the EastWest album "Runaway Love" #92296.
Track 12 published by Realsongs (ASCAP), copyright 1997. Recorded at Chartmaker Studios and Westlake Studios. Mixed at Record Plant. From the EastWest album "EV3" #62057.
Track 13 published by Two Tuff-E-Nuff Songs / EMI Blackwood Music, Inc. (BMI) (admin.). Recorded at FM Studios, Oakland, CA. Mixed at FM Studios, Oakland, CA. From the EastWest album "EV3" #62057.
Salt-N-Pepa appear courtesy of Next Plateau / London Records. Babyface appears courtesy of Epic Records.
Elektra Entertainment Group, a division of Warner Communications, Inc. A Time Warner Company. ℗© 1998 Elektra Entertainment Group, a division of Warner Communications, Inc. for the United States and WEA International, Inc. for the world outside of the United States.
Tracks 15 & 16 aren't listed anywhere on the release. There are no 'producer' credits listed for tracks 3, 5, 7 or 12. There is no 'mastered by' credit for track 11. Lil' John is incorrectly credited with playing bass in the liner notes for track 5, editions of "Don't Go (Love)" confirm this is a misprint and that he plays drums on the track.