| A1 | | Feel Like I'll Never Feel This Way Again Acoustic Guitar – Bob "Boogie" Bowles, Ira Newborn, Jim Nau Arranged By [Rhythm, Strings] – Don Peake Backing Vocals – Julia Tillman Waters, Maxine Willard Waters, Stephanie Spruill Bass – Scott Edwards (2) Drums – Ron Tutt Electric Guitar – Jim Nau Piano [Acoustic] – Mike Melvoin Soloist, Lead Guitar – Dean Parks Written-By – Jim Case, Joe Previtt* | 3:34 |
| A2 | | Loving Arms Acoustic Guitar – Red Rhodes Arranged By [Rhythm, Strings] – Don Peake Backing Vocals – Carol Chase, Errol Horne, Harry Middlebrooks, Jr.*, Patricia Erickson* Bass – Jerry Scheff Drums – Ron Tutt Electric Piano [Fender Rhodes] – Mike Melvoin Percussion – Paulinho Da Costa Written-By – Tom Jans | 2:50 |
| A3 | | Life In The City Acoustic Guitar – Billy Joe Walker Jr., Bob "Boogie" Bowles Arranged By [Rhythm, Strings] – Don Peake Backing Vocals – Julia Tillman Waters, Maxine Willard Waters, Stephanie Spruill Bass – Jerry Scheff Drums – Ron Tutt Electric Piano [Fender Rhodes] – Joe Sample Lead Guitar – Dean Parks Percussion – Paulinho Da Costa Written-By – Alan David, Lionel Martin | 3:33 |
| A4 | | I Just Don't Know What To Do With Myself Acoustic Guitar – Ben Benay, Bob "Boogie" Bowles, Thom Rotell* Arranged By [Rhythm] – Don Peake Backing Vocals – Carol Chase, Errol Horne, Harry Middlebrooks, Jr.*, Patricia Erickson* Bass – Jerry Scheff Drums – Ron Tutt Electric Guitar – Bob "Boogie" Bowles Electric Piano [Fender Rhodes] – Larry Farrow Percussion – Bob Zimmitti Written-By – Burt F. Bacharach, Hal David* | 3:04 |
| A5 | | I Just Live Acoustic Guitar – Gary Stabuck* Arranged By [Rhythm] – Don Peake, Freddie Perren Backing Vocals – Julia Tillman Waters, Maxine Willard Waters, Stephanie Spruill Bass – Jerry Scheff Clarinet – Greg Phillinganes Drums – Ron Tutt Organ [Hammond] – Ben Benay Percussion – Paulinho Da Costa Piano [Acoustic] – Joe Sample Written-By – Dino Fekaris, Freddie Perren | 4:42 |
| B1 | | Hey Friend Acoustic Guitar – Bob "Boogie" Bowles, Dean Parks Arranged By [Rhythm, Strings] – Don Peake Backing Vocals – Carol Chase, Errol Horne, Harry Middlebrooks, Jr.*, Patricia Erickson* Bass – Jerry Scheff Drums – Ron Tutt Electric Piano [Fender Rhodes] – Mike Melvoin Percussion – Paulinho Da Costa Written-By – Dave Jordan (2), Miki Antony | 3:17 |
| B2 | | The Other Woman Acoustic Guitar – Ira Newborn Arranged By [Rhythm] – Freddie Perren, Sam Brown III Arranged By [Strings] – Don Peake Backing Vocals – Julia Tillman Waters, Maxine Willard Waters, Stephanie Spruill Bass – Jerry Scheff Drums – Ron Tutt Electric Guitar – Bob "Boogie" Bowles, Dean Parks Pedal Steel Guitar – Red Rhodes Percussion – Paulinho Da Costa Piano – Mike Melvoin Written-By – Freddie Perren, Larry Weiss | 3:14 |
| B3 | | This Song Acoustic Guitar – Ben Benay, Bob "Boogie" Bowles Arranged By [Rhythm, Strings] – Sam Brown III Backing Vocals – Lady Flash (2) Backing Vocals [Lady Flash] – Debra Byrd, Monica Burruss, Reparata Bass – James Jamerson Jr. Drums – Ron Tutt Harp – Katie Kirkpatrick Keyboards – Sonny Burke (2) Organ [Hammond] – Eddy Manson Written-By – Leslie Ruchal*, Sam Brown III | 3:14 |
| B4 | | That Once In A Lifetime Acoustic Guitar – Ben Benay, Jim Nau, Thom Rotell* Arranged By [Rhythm, Strings], Bass Guitar – Don Peake Backing Vocals – Carol Chase, Errol Horne, Harry Middlebrooks, Jr.*, Mitch Gordon, Patricia Erickson*, Patrick Quarto, Loren Stanley Farber*, Susan Allanson* Bass – Jerry Scheff Drums – Ron Tutt Harp – Katie Kirkpatrick Percussion – Bob Zimmitti Piano [Acoustic] – Larry Farrow Written-By – Dino Fekaris, Freddie Perren | 3:38 |
| B5 | | L.O.V.E. Got A Hold Of Me Arranged By [Rhythm] – Freddie Perren Arranged By [Strings] – Wade Marcus Backing Vocals – Julia Tillman Waters, Julia Tillman Waters, Stephanie Spruill Bass – Scott Edwards (2) Clarinet, Piano [Acoustic] – Greg Phillinganes Drums – James Gadson Electric Guitar – Melvin "Wah Wah" Ragin* Harp – Katie Kirkpatrick Percussion – Paulinho Da Costa Synthesizer – Electric Ivory Experience Synthesizer [Electric Ivory Experience] – Bob Robitaille, John Barnes Written-By – Dino Fekaris, Freddie Perren | 5:43 |
