1 How Do I Say I'm Sorry
Backing Vocals – Deborah Cox
Guitar – Michael Thompson
Keyboards, Drum Programming, Arranged By [Vocals] – Keith Andes
Written-By – D. Cox*, K. Andes*, L. Stephens*
5:15
2 Never Can Say Goodbye
Backing Vocals – Tomika Gibson
Instruments, Backing Vocals – Gregory Charley
Written-By – G. Charley*
4:01
3 Only You
Instruments, Backing Vocals – Gregory Charley
Written-By – G. Charley*
3:46
4 Can't Take It No More
Arranged By [Vocals] – Keith Andes
Backing Vocals – Traci Nelson
Bass – Cecil Thomas*
Guitar – Gene Robinson (2)
Written-By – A. Ray*, C. Allen*, T. Davis*
4:41
5 Serve Me Right
Backing Vocals – Traci Nelson
Guitar – Craig Robinson*
Keyboards – Anthony Smith (3)
Written-By – A. Ray*, A. Smith*, K. Burke*
4:11
6 It's Kind Of Deep
Backing Vocals – Tomika Gibson
Instruments – Gregory Charley
Written-By – G. Charley*
3:52
7 You Need Me
Backing Vocals – Kevon Edmonds
Bass – Reggie Hamilton
Conductor, Arranged By [Strings] – Bill Meyers
Guitar – Michael Thompson
Keyboards, Piano [Acoustic], Drum Programming, Arranged By [Vocals] – Keith Andes
Written-By – R. Goodrum*
4:16
8 Over Again
Backing Vocals – Vearline Beard*
Bass – Reggie Hamilton
Guitar – Paul Jackson, Jr.*
Keyboards, Organ [Hammond B-3], Drum Programming, Arranged By [Vocals] – Keith Andes
Written-By – H. Hammonds, Jr.*
5:18
9 Ain't No Way
Instruments, Backing Vocals – Gregory Charley
Written-By – G. Charley*
4:20
10 Why Ya Wanna Do Me (Like This)
Arranged By [Vocals] – Keith Andes
Backing Vocals – Traci Nelson
Written-By – A. Ray*, C. Allen*, K. Andes*, T. Davis*
4:38
11 This Love
Backing Vocals – B. Chevis*, Vearline Beard*
Bass – Reggie Hamilton
Conductor, Arranged By [Strings] – Bill Meyers
Guitar – Michael Thompson
Keyboards, Drum Programming, Arranged By [Vocals] – Keith Andes
Lead Vocals, Arranged By [Vocals] – B.C. (7)
Written-By – B. Chevis*
4:18
