| 1 | AsArranged By – George MichaelEngineer [Additional], Programmed By [Additional] – Niall FlynnProducer – BabyfaceWritten-By – Stevie Wonder | 4:41 |
| 2 | TimeGuitar, Recorded By – Ell LishinskiKeyboards – Rex RideoutMixed By – Ben Garrison, Yuri ZwadlukProducer, Instruments – Chucky ThompsonRecorded By – Jason A. Goldstein | 5:07 |
| 3 | Beautiful OnesBacking Vocals, Arranged By [Vocals] – Cecil WardCo-producer – Chucky ThompsonEngineer [Assistant] – Alex Dejonge, Andy Salas, Chuck BalleyProducer, Instruments – Rich HarrisonRecorded By – David Kennedy | 4:44 |
| 4 | Give Me YouArranged By [Strings] – Paul RiserCo-producer, Synthesizer [Bass] – Nate-Love ClemonsDrums – Michael ClemonsEngineer [Assistant] – Geoff AllenGuitar – Eric Clapton, Paul PescoMixed By – Ben ArrondaleProducer – The Federation Producer, Piano [Acoustic], Electric Piano – Manuel SealRecorded By – Carl Robinson, Steve Eigner | 5:03 |
| 5 | Your ChildBass – Eric LordeKeyboards [Additional] – Dion KippingMixed By – Angela Piva, Edwin RamosProducer, Arranged By, Programmed By – Gerald Isaac | 4:40 |
| 6 | No Happy HolidaysMixed By – Larry AlexanderProducer, Instruments – Kiyamma GriffinRecorded By – George Karras | 4:45 |
| 7 | I'm In LoveBacking Vocals – Elizabeth Withers, Paulette McWilliams, Sharon BryantInstruments – Chucky ThompsonMixed By – Angela PivaProducer – Mary J. BligeRecorded By – Andy Salas, Jason A. Goldstein | 4:50 |
| 8 | Don't Waste Your TimeBass – Nathan EastEngineer [Mix Assistant] – E'LykEngineer [Recording Assistant] – Steve Mazur Mixed By – Jon GassOrgan [Wurlitzer] – Gen Rubin Producer, Keyboards, Drum Programming, Acoustic Guitar – BabyfaceRecorded By – Paul BoutinVocals – Aretha Franklin | 4:10 |
| 9 | SexyEngineer [Assistant] – Dave DarFeaturing – JadakissMixed By – Angela PivaProducer – Floyd HowardProducer, Instruments – Kiyamma GriffinRecorded By – Angela Piva | 4:47 |
| 10 | Not Lookin'Co-producer – Dean HostlerEngineer [Assistant] – Alex Sok, Dave Dar, Michael McCoyGuitar – Soong LeeProducer – Ike LeeRecorded By – Angela PivaVocals – K-Ci | 4:49 |
| 11 | Let No Man Put AsunderBacking Vocals – Audrey Wheeler, Cindy Mizelle, Paulette McWilliams, Sharon BryantElectric Guitar – Mark BowersKeyboards, Programmed By [Keyboards] – Bryant Crockett, Moise LaporteMixed By – Warren RikerProducer, Synthesizer, Mixed By – Malik PendletonRecorded By – Appolon Noel, Ken Lewis | 4:28 |
| 12 | All That I Can SayBass – Tom BarneyDrum Programming – Che PopeGuitar – Jeff MironovKeyboards – Loris HollandMixed By, Recorded By – Commissioner GordonProducer, Backing Vocals, Arranged By – Lauryn HillProgrammed By [Additional] – Kobie BrownRecorded By – Tony Prendatt | 3:57 |
| 13 | Deep InsideBacking Vocals – Dustin Adams, Terri RobinsonEngineer [Assistant] – Mike TocciPiano [Acoustic] – Elton JohnProducer, Instruments – Kevin DeanRecorded By – Prince Charles Alexander | 4:20 |
| 14 | The Love I Never HadArranged By [Rhythm] – James "Big Jim" WrightArranged By [Strings, Horns] – Randy WaldmanBass – Chuck Berghofer, Chuck Domonico, Paul Johnson Cello – Dane Little, David Low, Larry CorbettConcertmaster – Bruce DukovDrums [Live] – Chris 'Daddy' DaveEngineer [Assistant] – Xavier SmithGuitar – Mike Scott Mixed By, Recorded By – Steve HodgePercussion [Percussions] – Paulinho Da CostaProducer, Instruments, Arranged By [Vocals] – Jimmy Jam & Terry LewisRecorded By [Percussions] – Jim "Bonzai" CarusoRecorded By [Strings, Horns] – Al SchmidtSaxophone – Dave BoruffTrombone – Bruce Otto, Slyde HydeTrumpet, Flugelhorn – Dave Trigg, Gary GrantViola – Brian Dembow, Evan Wilson, Simon OswellViolin – Alan Grunfeld, Anatoly Rosinsky, Armen Garabedian, Berj Garabedian, Bob Sanov, Darius Campo, Eddie Stein, Endre Granat, Joel Derouin, Kathy Lenski, Roger Wilkie, Ron Folsom | 5:45 |
| 15 | MemoriesBacking Vocals – Channette Higgens, Channoah HiggensMixed By – SoulshockMixed By, Recorded By – Manny MarroquinProducer, Arranged By, Instruments – Soulshock & Karlin | 4:38 |
(p)&(c) 1999 MCA Records, Inc.
A Universal Music Company.
Originally came with a transparent amber tray in the Jewel case.International edition with extra tracks