| 1 | Can't Love You TonightBacking Vocals – Gwen GuthrieKeyboards, Synthesizer – Gary HenryProducer [Associate], Bass, Drums, Percussion – Sly DunbarWritten-By – Gwen Guthrie | 4:16 |
| 2 | What Would I Do Without YouArranged By [Live Strings] – Leon PendarvisArranged By [Synth Strings] – Donald BlackmanBacking Vocals – Gwen GuthrieBass – Donald BlackmanContractor [Strings] – Gene OrloffDrums, Percussion – Sly "Hit Me" DunbarSoloist, Saxophone – Roger "Hot Lips" ByamSynthesizer – Donald Blackman, Gary "Magic Man" HenryWritten-By – Gwen Guthrie | 4:50 |
| 3 | Rockin' ChairBacking Vocals – Gwen GuthrieBass – Robbie ShakespeareGuitar – Ira SiegelProducer [Associate], Drums, Percussion – Sly DunbarWritten-By – Gwen Guthrie, Sly Dunbar | 5:39 |
| 4 | Too Many Fish In The SeaBacking Vocals – Claudia Brownlee, Gwen GuthrieBass – Bill HagansDrums, Percussion – Sly DunbarGuitar – Ira SiegelSynthesizer – Ray ChewWritten-By – E. Holland, N. Whitfield | 3:36 |
| 5 | Don't Take Your Love From MeBacking Vocals – Fred Owens, Gwen GuthrieBass – "Diamond" Dave ConleyFlute – Galen Abdur - RazzaqGuitar – Ira SiegelKeyboards, Synthesizer – Onaje GumbsWritten-By – Gwen Guthrie, Ray Chew | 5:28 |
| 6 | DestinyBass – Stan LittleDrums, Percussion – "Diamond" Dave ConleyGuitar – Ira SiegelKeyboards, Synthesizer – Gary "Magic Man" HenryWritten-By, Backing Vocals – Gwen Guthrie | 5:49 |
| 7 | The Surgeon General's Funky 4/4 MixFeaturing – Gangster-B | |
| 8 | Bye Bye LoverBacking Vocals – Gwen GuthrieBass, Piano [Acoustic] – Donald BlackmanDrums – Sly DunbarGuitar – Ira SiegelSoloist, Synthesizer – Gary HenryWritten-By – R. Griffin | 4:59 |
| 9 | Once More With FeelingArranged By [Live Strings] – Leon PendarvisBacking Vocals – Gwen GuthrieBass, Synthesizer – Gary HenryDrums, Percussion – Sly DunbarGuitar – Ira SiegelSynthesizer [Synth Bells] – Donald BlackmanWritten-By – Gwen Guthrie | 6:04 |
| 10 | Send Me Somebody (Why Don't Cha)Backing Vocals – Gwen Guthrie, Lance WebbBass, Drums, Percussion, Synthesizer – Bill HagansFlute – Bobbi HumphreyProducer [Associate] – Bill HagansProgrammed By [Keyboard D X72f D] – Les DavisWritten-By – B. Hagans, G. Guthrie | 6:02 |
Sly Dunbar appears courtesy of Island Records
Dave Conley appears courtesy of Epic Records
Robbie Shakespeare appears courtesy of Island Records
Recorded at
E.A.R.S., East Orange, N.J.
Additional Recording at
QUAD, NY
National Recording, NY
℗ © 1988 Warner Bros. Records, Inc.