| 1 | We Fall DownBacking Vocals – Chris Bolton, Kenya Hathaway, Lamont Van Hook, Lisa Vaughan, Lynn Davis, Lynne Fiddmont-LinseyDrums – Marvin McQuittyKeyboards – Tim CarmonProducer – Gerald AlbrightWritten-By – Kyle Matthews | 5:50 |
| 2 | Old School JamDrums – Ricky LawsonElectric Guitar – Paul Jackson Jr.Keyboards – Chuckii BookerProducer – Gerald AlbrightWritten-By – Gerald Albright | 4:28 |
| 3 | Don't Hold BackDrums – Ricky LawsonElectric Guitar – Paul Jackson Jr.Keyboards – Chuckii Booker, David DelhommePercussion – Sheila E.Producer – Gerald AlbrightWritten-By – Gerald Albright | 4:23 |
| 4 | Bring A Li'l LoveBacking Vocals – Briana MartinLead Vocals, Backing Vocals – Chris WalkerProducer, Keyboards, Drum Programming, Lead Vocals, Backing Vocals – Greg CurtisWritten-By – Chris Walker, Greg Curtis | 3:42 |
| 5 | Ain't No Stoppin'Electric Guitar – Paul PescoProducer – Gerald AlbrightProducer, Keyboards, Drum Programming – Jeff LorberWritten-By – Gerald Albright, Jeff Lorber | 4:20 |
| 6 | Change The WorldAcoustic Guitar – Paul Jackson Jr.Backing Vocals, Arranged By [Vocal] – Luther "Mano" HanesDrums – Ricky LawsonKeyboards – Bobby LyleOrgan – Tim CarmonProducer, Arranged By – Gerald AlbrightWritten-By – Gordon Kennedy, Tommy Sims, Wayne Kirkpatrick | 5:02 |
| 7 | The Next LevelDrums – Ricky LawsonKeyboards – Bobby LylePercussion – Sheila E.Written-By – Gerald Albright | 4:43 |
| 8 | I Need YouKeyboards, Drum Programming – Chuck CymoneLead Vocals, Backing Vocals – Terrell CarterProducer – Paul BrownWritten By – Chuck CymoneWritten-By – Terrell Carter | 4:00 |
| 9 | I Will Always Love YouAcoustic Guitar [Solo] – Paul Jackson Jr.Bass Guitar – Raymond McKinleyDrums – Marvin McQuittyProducer – Gerald AlbrightProducer, Keyboards, Sequenced By [Drum], Backing Vocals – Luther "Mano" HanesWritten By – Fred Hammond, Luther "Mano" HanesWritten-By – Gerald Albright | 5:09 |
| 10 | GroovologyArranged By [Horn] – Gerald AlbrightBass Guitar – Maurice FitzgeraldElectric Guitar – Joseph WoolfalkProducer, Drums, Drum Programming – Marvin McQuittyProducer, Keyboards – Luther "Mano" HanesWritten By – Marvin McQuittyWritten-By – Gerald Albright | 4:47 |