| 1 | The Other SideDrums, Percussion – Bobby Ross AvilaElectric Piano [Rhodes] – El DeBargeKeyboards, Percussion – Jimmy JamMixed By – Matt MarrinProducer – Jimmy Jam & Terry LewisRecorded By – Tremaine "Tre" WilliamsWritten-By – E. DeBarge, J. Harris III, T. Lewis |
| 2 | JoyfulDrum Programming – Bobby Ross AvilaElectric Piano [Rhodes], Vocoder – El DeBargeKeyboards, Strings, Percussion – Jimmy JamMixed By – Matt MarrinProducer – Jimmy Jam & Terry LewisRecorded By – Tremaine "Tre" WilliamsWritten-By – E. DeBarge, J. Harris III, T. Lewis |
| 3 | Lay With YouBacking Vocals – MischkeFeaturing, Vocals – Faith EvansProducer – El DeBarge, Ron FairProducer, Recorded By – Mike CityWritten-By – E.J. Coulter, M. Flowers |
| 4 | HeavenEngineer [Recording] – Allen Sides, Corey Shoemaker, Jeremy Stevenson, Tal OzGuitar – Hot Sauce Keyboards – Jason Perry Producer, Written-By – Awesome JonesWritten-By – Full Circle |
| 5 | FormatCo-producer – Victor "V Dubb" WilsonFeaturing – 50 CentMixed By – Jean-Marie HorvatProducer – Christian Davis Producer [Additional Productional] – Ron FairRecorded By – Christian Davis , Tal HerzbergRecorded By [Assistant] – Zach ReddingWritten By – A. ShawWritten-By – C. Davis, C. Jackson, E. DeBarge, V. Wilson |
| 6 | Silent NightArranged By, Producer, Recorded By – John GouxBacking Vocals – Shannon RubicamBacking Vocals, Producer [Vocals] – MischkeBacking Vocals, Recorded By – George MerrillGuitar, Programmed By – John GouxRecorded By – Gabe Moffat, Mischke |
| 7 | SerenadingGuitar – Leo Mellace Producer, Recorded By – Mike CityWritten-By – M. Flowers |
| 8 | 5 SecondsFeaturing – FabolousMixed By – Jean-Marie HorvatMixed By [Assistant] – Zach ReddingProducer – El DeBargeProducer [Vocals], Recorded By [Vocals], Written-By – MishckeProducer, Recorded By – Michael AngeloRecorded By – John NortenWritten-By – D. Davis, E. DeBarge, E. Jordan, J. Jackson, K. Jackson, M. DeBarge, M. Angelo, R. Walters |
| 9 | When I See YouBass, Guitar, Harmonica, Piano – Ron FairDrum Programming, Vibraphone [Vibes] – Ron FairEngineer [Recording] – Tal OzProducer [Lead Vocals], Written-By – MischkeProducer, Written-By – R. FairRecorded By [Strings] – Allen SidesWritten-By – E. DeBarge, K. Edmonds |
| 10 | Close To YouArranged By, Producer, Recorded By – Mike CityProducer [Additional Productional] – Ron FairWritten-By – M. Flowers |
| 11 | Sexy LadyMixed By – Jean-Marie HorvatMixed By [Assistant] – Zach ReddingProducer, Recorded By – Michael AngeloWritten-By – E. DeBarge, K. Jackson, M. Angelo |
| 12 | Christmas Without YouArranged By [Strings], Conductor [Strings] – Suzie KatayamaBacking Vocals – El DeBargeBass – Thomas Harte Jr.Celesta, Bass, Piano, Guitar – Bobby Ross AvilaDrums, Percussion – IZ Mixed By – Matt MarrinProducer – The Avila BrothersProducer [Vocal Production] – Sam SalterRecorded By – Clark Germain, Jeff HalbertScore Editor [Music Prep], Recording Supervisor [Music Prep] – Dwight MikkelsenVibraphone [Vibes] – Bobby Ross AvilaWritten-By – B.R. Avila, E. DeBarge, I.J. Avila, R. Thomson, S. Salter |
| 13 | How Can You Love MeBass, Electric Piano [Rhodes], Piano – Bobby Ross AvilaDrums, Percussion – IZ Keyboards – El DeBargeProducer – The Avila BrothersRecorded By – Tremaine "Tre" WilliamsRecorded By [Vocals] – Jimmy Jam & Terry LewisWritten-By – B.R. Avila, E. DeBarge, I.J. Avila, J. Harris III, T. Lewis |
| 14 | Heart Full Of LoveArranged By [Strings], Conductor [Strings] – Suzie KatayamaBacking Vocals – El DeBarge, Pan HandlerBass – Thomas Harte Jr.Celesta, Bass, Piano, Guitar – Bobby Ross AvilaDrums, Percussion – IZ Mixed By – Matt MarrinProducer – The Avila BrothersProducer [Vocal Production] – Sam SalterRecorded By – Clark Germain, Jeff HalbertScore Editor [Music Prep], Recording Supervisor [Music Prep] – Dwight MikkelsenVibraphone [Vibes] – Bobby Ross AvilaVocals – Scarlett Written-By – B.R. Avila, E. Serrano, E. DeBarge, I.J. Avila, S. Salter |
| 15 | Sad SongsDrums, Percussion – Bobby Ross AvilaElectric Piano [Rhodes] – El DeBargeKeyboards, Percussion – Jimmy JamMixed By – Matt MarrinProducer – Jimmy Jam & Terry LewisRecorded By – Tremaine "Tre" WilliamsWritten-By – E. DeBarge, J. Harris III, T. Lewis |
| 16 | Second ChanceBacking Vocals, Producer [Vocals], Recorded By – MischkeBass, Harmonica – Ron FairDrum Programming, Vibraphone [Vibes] – Ron FairPiano – El DeBargeProducer – Ron FairRecorded By – Tal HerzbergWritten-By – E. DeBarge, Mischke |