| 1 | You Gotta Use ItArranged By [Horns] – Karl DensonArranged By [Rhythm], Synthesizer – Michael NorfleetSoloist, Guitar – Romy GerosoWritten-By – Cornelius, Norfleet, Burnette | 4:57 |
| 2 | Be My LoverArranged By [Rhythm] – Michael Norfleet, O'BryanArranged By [Strings] – Bruce Miller Backing Vocals – O'Bryan, The WatersBass Guitar – Melvin DavisElectric Piano, Piano [Acoustic] – Michael NorfleetGuitar – Romy GerosoPercussion, Synthesizer – O'BryanSoloist, Tenor Saxophone – Karl DensonWritten-By – Cornelius, Norfleet, Burnette | 5:00 |
| 3 | You're Always On My MindArranged By [Rhythm], Percussion, Synthesizer – O'BryanBacking Vocals – O'Bryan, The WatersBass Guitar – Melvin DavisGuitar – Romy GerosoPiano [Acoustic] – Michael NorfleetSoloist, Alto Saxophone – Karl DensonWritten-By – D. Cornelius, O. Burnette II | 5:08 |
| 4 | LoveliteArranged By [Rhythm], Backing Vocals, Electric Piano, Synthesizer – O'BryanGuitar – Romy GerosoSoloist, Guitar Synthesizer – O'BryanWritten-By – D. Cornelius, O. Burnette II | 6:12 |
| 5 | Too HotArranged By [Rhythm] – O'BryanBacking Vocals – Michael Norfleet, O'BryanBass Guitar – Melvin DavisGuitar – Romy GerosoSoloist, Guitar – Romy GerosoWritten-By – O. Burnette II | 4:30 |
| 6 | Breakin´TogetherArranged By [Horns] – Karl DensonArranged By [Rhythm], Backing Vocals, Clavinet, Electronic Drums, Synthesizer – O'BryanBass Guitar – Melvin DavisDrums – James GadsonPercussion – Paulinho DaCostaWritten-By – D. Cornelius, O. Burnette II | 5:49 |
| 7 | Go On And CryArranged By [Horns, Strings] – Bruce Miller Arranged By [Rhythm], Backing Vocals, Synthesizer – O'BryanBass Guitar – Melvin DavisGuitar – Romy GerosoPiano [Acoustic] – Michael NorfleetSoloist, Alto Saxophone – Karl DensonWritten-By – D. Cornelius, O. Burnette II | 5:24 |
| 8 | Lady I Love YouArranged By [Horns, Strings] – Bruce Miller Arranged By [Rhythm], Backing Vocals, Electric Piano, Percussion, Synthesizer – O'BryanGuitar – Romy GerosoSoloist, Guitar – Romy GerosoWritten-By – D. CorneliusNor, O. Burnette II | 5:30 |
Note: Some covers are gold stamped as promotional, also included was a Poster.
Recorded at Larrabee Sound, Los Angeles, California
℗ © 1984, Capitol Records, Inc.