1 Car Wash 2000Bass – Nathan EastDrums – Harvey MasonFlugelhorn – Rick BraunGuitar – Norman BrownGuitar [Wa Wa] – Tony MaidenKeyboards – Ricky PetersonWritten-By – Cliff Hugo 3:51
2 Kisses In The RainAcoustic Guitar – Peter WhiteArranged By – David Woods*, Paul BrownDrums – Harvey MasonElectric Guitar – Tony MaidenKeyboards, Bass – David "Kahlid" WoodsPercussion – Luis ConteTrumpet – Rick BraunWritten-By – David Woods* 4:34
3 Use MeArranged By – David Woods*Baritone Saxophone – Marty GrebbElectric Piano [Wurli], Keyboards – Ricky PetersonKeyboards, Drum Programming – David "Kahlid" WoodsPercussion – Luis ConteTenor Saxophone – Euge GrooveTrombone, Arranged By [Horns] – Nick LaneTrumpet, Flugelhorn – Rick BraunWritten-By – Bill Withers 3:44
4 Grover's GrooveArranged By – Paul BrownBass – Alex AlDrums – Li'l John Roberts*Flugelhorn, Trumpet – Rick BraunGuitar – Tony MaidenKeyboards – Ricky PetersonKeyboards, Arranged By – Johnny BrittPercussion – Paulinho Da CostaSaxophone, Flute – Doug NorwineTrombone, Arranged By [Horns] – Nick LaneWritten-By – Johnny Britt 4:40
5 Your WorldArranged By – David Woods*Backing Vocals – Jacquelyn Simley*, Yvonne WilliamsBass – Roberto VallyFlugelhorn – Rick BraunGuitar – Fred Clark (2)Keyboards, Drum Programming – David "Kahlid" WoodsLead Vocals, Backing Vocals – Sue Ann CarwellPercussion – Luis ConteProgrammed By, Arranged By – Paul BrownSaxophone, Flute – Doug NorwineTrombone, Arranged By [Horns] – Nick LaneWritten-By – David Woods* 4:29
6 Middle Of The NightKeyboards, Bass – Roberto VallyPercussion – Luis ConteProgrammed By, Arranged By – Paul BrownTrumpet – Rick BraunVocals – Kevyn Lattau*, Mindy SteinWritten-By – Roberto Vally 4:45
7 One For The GirlsBass – Stan SargeantGuitar – Fred Clark (2)Piano [Acoustic] – Mitchel FormanTrombone, Arranged By [Horns] – Nick LaneTrumpet, Flugelhorn, Arranged By, Keyboards, Programmed By – Rick Braun 4:30
8 Song For YouArranged By [Strings, Horns] – Jerry HeyKeyboards – Larry WilliamsProgrammed By, Arranged By – Paul BrownTrumpet, Arranged By – Rick BraunVocals, Arranged By – Shai (3)Written-By – Leon Russell 4:26
9 SimplicityBass – Nathan EastDrums – Harvey MasonFlugelhorn, Arranged By [Horns] – Jerry HeyGuitar – Tony MaidenKeyboards – Ricky PetersonTenor Saxophone – Larry WilliamsTrombone – Bill Reichenbach (2)Trumpet, Piano [Acoustic] – Rick Braun 4:37
10 Emma's SongBass – Roberto VallyFlugelhorn – Rick BraunGuitar – Ross BoltonKeyboards – Larry Williams, Ricky PetersonPercussion – Luis ConteProgrammed By – Paul BrownWritten-By – Ricky Peterson 3:50