| 1 | Thinking Of YouGuitar, Performer [Green Heineken Bottles] – Craig RossMusic By – Lysa TrenierMusic By, Lyrics By, Backing Vocals, Bass, Drums, Electric Piano [Fender Rhodes], Lead Guitar, Lead Vocals, Performer [Green Heineken Bottles], Rhythm Guitar – Lenny Kravitz | 6:24 |
| 2 | Can We Find A ReasonBacking Vocals – Jacquie Johnson, Susan Marshall Guitar [Slide Guitar] – Craig RossMusic By, Lyrics By, Backing Vocals, Bass, Drums, Guitar, Lead Vocals, Synthesizer – Lenny Kravitz | 6:24 |
| 3 | You're My FlavorLead Guitar, Rhythm Guitar – Craig RossMusic By, Lyrics By, Backing Vocals, Bass, Drums, Lead Vocals, Lead Guitar, Rhythm Guitar – Lenny Kravitz | 3:48 |
| 4 | It's Your LifeClavinet – George LaksMusic By, Lyrics By, Backing Vocals, Bass, Clavinet, Congas, Drums, Guitar, Lead Vocals – Lenny KravitzSaxophone – Harold ToddTrumpet – Michael Hunter | 5:02 |
| 5 | SupersoulfighterBacking Vocals – Angie Stone, Stefanie Bolton, Tenita DreherMusic By, Lyrics By, Backing Vocals, Drums, Guitar, Lead Vocals, Lyrics By, Synthesizer [Moog-bass] – Lenny KravitzSynthesizer [Mini-moog] – Craig Ross, George Laks | 4:58 |
| 6 | Black VelveteenMusic By, Lyrics By, Backing Vocals, Drums, Guitar, Lead Vocals, Mellotron, Synthesizer – Lenny Kravitz | 4:48 |
| 7 | I Belong To YouMusic By, Lyrics By, Backing Vocals, Bass, Drums, Guitar, Lead Vocals, Percussion [Sandpaper Blocks] – Lenny KravitzToy [Toy Piano] – Terry Manning | 4:17 |
| 8 | Without YouMusic By, Lyrics By, Acoustic Guitar, Drum Programming, Electric Guitar, Electric Piano [Fender Rhodes], Lead Vocals, Synthesizer – Lenny Kravitz | 4:47 |
| 9 | If You Can't Say NoMusic By, Lyrics By, Backing Vocals, Clavinet, Drum Programming, Guitar, Lead Vocals, Organ [Hammond] – Lenny Kravitz | 5:17 |
| 10 | Bonus Track |
| 11 | Fly AwayMusic By, Lyrics By, Backing Vocals, Bass, Drums, Guitar, Lead Vocals – Lenny Kravitz | 3:41 |
| 12 | Straight Cold PlayerBass – Jack DaleyDrums – Cindy BlackmanGuitar – Craig RossMusic By, Lyrics By, Backing Vocals, Congas, Guitar, Lead Vocals – Lenny KravitzSaxophone – Harold ToddTrumpet – Michael Hunter | 4:19 |
| 13 | Take TimeBacking Vocals – Stefanie Bolton, Tenita DreherMusic By, Lyrics By, Backing Vocals, Drums, Finger Cymbals, Gong, Guitar, Lead Vocals, Piano – Lenny Kravitz | 4:31 |
| 14 | Little Girl's EyesBacking Vocals – Angie Stone, Stefanie Bolton, Tenita DreherMusic By, Lyrics By, Backing Vocals, Drums, Lead Guitar, Lead Vocals, Rhythm Guitar, Synthesizer, Synthesizer [Bass-moog], Synthesizer [Mini-moog] – Lenny KravitzRhythm Guitar – Craig Ross | 7:44 |
| 15 | LiveBacking Vocals – Natalie Dekoning, Sunovia PiereBacking Vocals, Vocals ["do Just What You Wanna Do" Line] – Nehemiah HeildMusic By, Guitar – Craig RossMusic By, Lyrics By, Backing Vocals, Bass, Drums, Guitar, Lead Vocals, Organ [Hammond] – Lenny KravitzSaxophone – Harold ToddTrumpet – Michael Hunter | 5:12 |
Price and release date in obi are different to first press (VJCP-25400).
Recorded at Ghetto Lounge Studios and Compass Point Studios.
Lenny uses Jim Dunlop Products, D'Addario Strings, La Bella Bass Strings, E-Mu Systems Products, Monster Cable, and DigiDesign Pro Tools.
Angie Stone appears courtesy of DEVOX/Arista/Toshiba
Nehemia Heild appears courtesy of Mercury Records
Produced, Performed and Arranged by Lenny Kravitz
