| 1 | What It IsBass [Piccolo] – Fernando SaundersDrums, Vocals – Tony Smith Electric Piano, Synthesizer [Bass, Lead] – Jan HammerMusic By – Jan HammerMusic By, Lyrics By [Words] – Tony Smith | 2:57 |
| 2 | HyperspaceBass [Electric] – Fernando SaundersCello, Guitar [Electric], Violin [Acoustic, Electric] – Steve KindlerMusic By – Steve KindlerSynthesizer – Jan Hammer | 3:43 |
| 3 | Honey 5379Bass, Vocals [Harmony] – Fernando SaundersDrums, Lead Vocals – Tony Smith Electric Piano, Synthesizer – Jan HammerMusic By – Fernando Saunders, Jan HammerMusic By, Lyrics By [Words] – Tony Smith Violin – Tony Smith | 2:37 |
| 4 | Too Much To LoseBacking Vocals, Congas, Drums, Electric Piano, Mellotron, Synthesizer [Bass, Lead, String] – Jan HammerLead Vocals – Tony Smith Lyrics By [Words] – Ivona ReichMusic By – Jan HammerViolin – Steve KindlerVocals [Harmony] – Fernando Saunders | 2:47 |
| 5 | Your LoveMellotron, Piano, Synthesizer – Jan HammerMusic By – Jan HammerViolin – Steve Kindler | 3:30 |
| 6 | Peaceful SundownBass, Backing Vocals – Fernando SaundersDrums, Lead Vocals, Backing Vocals – Tony Smith Electric Piano, Synthesizer, Backing Vocals – Jan HammerLyrics By [Words] – Ivona ReichMusic By – Jan Hammer | 3:55 |
| 7 | Window Of LoveDrums, Piano, Synthesizer – Jan HammerLyrics By [Words] – Steve KindlerMusic By – Jan HammerVocals – Tony Smith | 3:30 |
| 8 | Don't You KnowBass [Sample/hold] – Steve KindlerDrums, Electric Piano, Synthesizer, Backing Vocals – Jan HammerLead Vocals, Backing Vocals – Fernando SaundersLyrics By [Words] – Ivona ReichMusic By – Jan Hammer | 2:58 |
| 9 | Just For FunBass, Backing Vocals – Fernando SaundersDrums, Lead Vocals – Tony Smith Music By, Lyrics By [Words] – Steve KindlerSynthesizer, Backing Vocals – Jan HammerViolin, Backing Vocals – Steve Kindler | 4:14 |
| 10 | Who Are They?Bass, Lead Vocals, Backing Vocals – Fernando SaundersDrums – Tony Smith Music By, Lyrics By [Words] – Jan HammerSynthesizer, Backing Vocals – Jan HammerViolin – Steve Kindler | 6:14 |
| 11 | I SingAcoustic Guitar, Bass [Electric, Electric Piccolo], Cello, Vocals – Fernando SaundersMusic By, Lyrics By [Words] – Fernando SaundersSynthesizer – Jan HammerViolin – Steve Kindler | 4:23 |
(P)&(C)1977 CBS Inc. made in Italy (on label)
Recorded and Mixed at Red Gate Studio, Kent, New York.
Note from insert:
The synthesizers used in the production of this album are: Moog, Oberheim Polyphonic, Freeman/Moog String Synthesizer.
There is no lead guitar on this album.