| A1		I Wonder Backing Vocals – Darryl Tookes, David Lasley, James Ingram, Kevin Owens, Lisa Fisher, Mark Stevens, Michael Lovesmith
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Percussion – Paulinho Da Costa
 Programmed By – Jason Miles
 Synthesizer – Marcus Miller
 Written-By, Backing Vocals – Luther Vandross
 Written-By, Synthesizer, Keyboards, Arranged By Nat Adderley Jr.
 5:07
 A2		She Won't Talk To Me
 Backing Vocals – Brenda White, Cissy Houston, Fonzi Thornton, Kevin Owens, Lisa Fisher, Mark Stevens, Michael Lovesmith, Paulette McWilliams, Tawatha Agee
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Keyboards, Synthesizer, Bass, Arranged By – Marcus Miller
 Percussion – Paulinho Da Costa
 Programmed By Jason Miles
 Written-By Luther Vandross
 Written-By, Arranged By Hubert Eaves III
 4:35
 A3		I Know You Want To
 Backing Vocals – Brenda White, Cissy Houston, Lisa Fisher, Paulette McWilliams, Tawatha Agee
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Percussion – Paulinho Da Costa
 Programmed By Jason Miles
 Synthesizer, Arranged By Marcus Miller
 Written-By Luther Vandross, Porter Carroll, Jr.
 Written-By, Keyboards, Synthesizer, Arranged By David Gamson
 4:24
 A4		Come Back
 Backing Vocals – Brenda White, Cissy Houston, Fonzi Thornton, Kevin Owens, Lisa Fisher, Michelle Cobbs, Paulette McWilliams, Tawatha Agee
 Bass, Keyboards, Synthesizer, Arranged By Marcus Miller
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Percussion – Paulinho Da Costa
 Programmed By Jason Miles
 Written-By, Backing Vocals – Luther Vandross
 Written-By, Keyboards, Synthesizer, Arranged By David Gamson
 4:18
 A5		Any Love
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Programmed By Jason Miles
 Written-By, Backing Vocals – Luther Vandross
 Written-By, Keyboards, Synthesizer, Bass, Arranged By Marcus Miller
 4:59
 B1		Love Won't Let Me Wait
 Backing Vocals – Brenda White, Cissy Houston, Lisa Fisher, Paulette McWilliams
 Bass, Drum Programming – Marcus Miller
 Drums – Buddy Williams
 Guitar – William "Doc" Powell, Paul Jackson Jr.
 Percussion – Paulinho Da Costa
 Programmed By Jason Miles
 Soprano Saxophone – Kirk Whalum
 Synthesizer, Keyboards, Arranged By, Drum Programming – Nat Adderley Jr.
 Timpani – Amy Knoles
 Written-By Bobby Eli, Vinnie Barrett
 7:13
 B2		Are You Gonna Love Me
 Backing Vocals – Brenda White, Cissy Houston, Fonzi Thornton, Kevin Owens, Lisa Fisher, Paulette McWilliams, Tawatha Agee
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Percussion – Paulinho Da Costa
 Programmed By Jason Miles
 Written-By, Backing Vocals – Luther Vandross
 Written-By, Keyboards, Synthesizer, Bass, Arranged By Marcus Miller
 5:06
 B3		For You To Love
 Arranged By Nat Adderley Jr.
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Percussion – Paulinho Da Costa
 Programmed By Jason Miles
 Written-By, Arranged By – Luther Vandross
 Written-By, Keyboards, Synthesizer, Bass, Arranged By Marcus Miller
 5:35
 B4		The Second Time Around
 Arranged By Paul Riser
 Backing Vocals – Anthony Hinton, Christine Wilshire, G. Diane Sumler, Lisa Fisher, Paulette McWilliams, Theresa V. Reed
 Bass – Marcus Miller
 Drums – Buddy Williams
 Guitar – Paul Jackson Jr.
 Horns – Alan Rubin, David Tofani, Harold Jones, Homer Mensch, Jerome Ashby, John Miller, John Faddis, Peter Gordon, Randal Brecker
 Keyboards, Synthesizer – Nat Adderley Jr.
 Programmed By Jason Miles
 Soprano Saxophone – George Young
 Written-By Luther Vandross
 6:20
 
 Recorded at Right Track Recording, at A&M Studios.
 Producer – Marcus Miller
 Producer, Arranged By Luther Vandross
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