| 1 | GirlfriendGuitar – Carl BurnettKeyboards, Bass, Arranged By – Bill MeyersPercussion – Lenny Castro | 4:02 |
| 2 | Tell Me WhyBacking Vocals – Andrea MartinCo-producer, Arranged By, Recorded By – Steve DubinKeyboards, Bass – Tim HeintzPercussion – Paulinho Da Costa | 4:32 |
| 3 | Let Me Be MeKeyboards, Bass – Bill MeyersKeyboards, Bass, Guitar, Drum Programming, Arranged By, Recorded By – Carl BurnettMixed By [Assistant] – Koji Egawa Vibraphone – Greg Phillinganes | 4:28 |
| 4 | Love's Been Kind To Me LatelyBacking Vocals – Sue Ann CarwellKeyboards [Additional] – Jerry Hey, Larry WilliamsKeyboards, Bass – Roberto VallyMixed By – Ed ChurneyMixed By [Assistant] – Ronnie Rivera | 3:37 |
| 5 | Southern RainCo-producer, Backing Vocals, Bass – David WoodsMixed By – Ray BardaniPercussion – Paulinho Da Costa | 4:31 |
| 6 | Playin' AroundCo-producer, Keyboards, Backing Vocals – David WoodsMixed By – Ray BardaniOrgan – Ricky Peterson | 3:56 |
| 7 | If You Really Need Me NowFlugelhorn, Arranged By [Horns], Arranged By [Additional Keyboards] – Jerry HeyFlute, Keyboards [Additional] – Larry WilliamsPercussion – Lenny CastroPiano [Rhodes] – Greg PhillinganesSaxophone – Boney JamesVocals – James Ingram | 4:27 |
| 8 | On The Way To LoveBacking Vocals – Siedah GarrettCo-producer, Arranged By, Drum Programming, Recorded By – Steve DubinGuitar – Mike SimsKeyboards, Bass – Tim Heintz | 4:00 |
| 9 | Love's Been Kind To Me Lately (Unplugged)Backing Vocals – Sue Ann CarwellSynthesizer – Jerry Hey, Larry Williams | 3:37 |
| 10 | Make It RightArranged By [Strings], Conductor [Strings] – Jerry HeyGuitar [Voice Box], Backing Vocals – Tony MaidenMixed By – Ray BardaniPercussion – Luis ConteRecorded By [Strings] – Dave Rideau | 4:27 |
| 11 | What Can I Say?Keyboards, Bass, Guitar – Allen HindsMixed By – Bill SchneeMixed By [Assistant] – Koji Egawa Percussion – Luis ConteRecorded By [Strings] – Dave Rideau | 4:16 |