| 1 | | What's Going On Backing Vocals – Bernie Barlow Guitar – Shayne Fontayne*, Steve Lukather Percussion – Rafael Padilla Tracking By – CJ Vanston* Written-By – Al Cleveland, Marvin Gaye, Renaldon Benson* Backing Vocals – Bernie Barlow Guitar – Shayne Fontayne*, Steve Lukather Percussion – Rafael Padilla Tracking By – CJ Vanston* Written-By – Al Cleveland, Marvin Gaye, Renaldon Benson* | 5:12 |
| 2 | | Chain Of Fools Backing Vocals – C.C. White (2), Terry Dexter Bass, Keyboards – CJ Vanston* Drums – Ray Brinker Guitar – Dean Parks, Jeff "Skunk" Baxter*, Mike Landau* Percussion – Rafael Padilla Saxophone – Bruce Eskovitz Trombone – Nick Lane Trumpet – Bill Churchville, Chris Tedesco Written-By – Don Covay Backing Vocals – C.C. White (2), Terry Dexter Bass, Keyboards – CJ Vanston* Drums – Ray Brinker Guitar – Dean Parks, Jeff "Skunk" Baxter*, Mike Landau* Percussion – Rafael Padilla Saxophone – Bruce Eskovitz Trombone – Nick Lane Trumpet – Bill Churchville, Chris Tedesco Written-By – Don Covay | 3:45 |
| 3 | | One Guitar – Michael Thompson Percussion – Rafael Padilla Tracking By – CJ Vanston* Violin – Jerry Goodman Written-By – U2 Guitar – Michael Thompson Percussion – Rafael Padilla Tracking By – CJ Vanston* Violin – Jerry Goodman Written-By – U2 | 4:33 |
| 4 | | I Who Have Nothing Bass – Lee Sklar* Drums – Ray Brinker Guitar – Dean Parks, Jeff Beck, Mike Landau* Keyboards – CJ Vanston* Percussion – Rafael Padilla Saxophone – Bruce Eskovitz Trombone – Nick Lane Trumpet – Bill Churchville, Chris Tedesco Written-By – Carlo Donida Labati*, Jerry Leiber/Mike Stoller* Bass – Lee Sklar* Drums – Ray Brinker Guitar – Dean Parks, Jeff Beck, Mike Landau* Keyboards – CJ Vanston* Percussion – Rafael Padilla Saxophone – Bruce Eskovitz Trombone – Nick Lane Trumpet – Bill Churchville, Chris Tedesco Written-By – Carlo Donida Labati*, Jerry Leiber/Mike Stoller* | 4:00 |
| 5 | | Maybe I'm Amazed Bass, Keyboards – CJ Vanston* Drums – Ray Brinker Guitar – Dean Parks, Mike Landau*, Shayne Fontayne*, Steve Lukather Percussion – Rafael Padilla Written-By – Paul McCartney Bass, Keyboards – CJ Vanston* Drums – Ray Brinker Guitar – Dean Parks, Mike Landau*, Shayne Fontayne*, Steve Lukather Percussion – Rafael Padilla Written-By – Paul McCartney | 3:23 |
| 6 | | I Keep Forgetting Bass – Lee Sklar* Drums – Ray Brinker Guitar – Dean Parks, Mike Landau* Keyboards – CJ Vanston* Saxophone – Bruce Eskovitz Trombone – Nick Lane Trumpet – Bill Churchville, Chris Tedesco Written-By – Leiber/Stoller* Bass – Lee Sklar* Drums – Ray Brinker Guitar – Dean Parks, Mike Landau* Keyboards – CJ Vanston* Saxophone – Bruce Eskovitz Trombone – Nick Lane Trumpet – Bill Churchville, Chris Tedesco Written-By – Leiber/Stoller* | 3:33 |
| 7 | | I Put A Spell On You Bass – Ray Neapolitan Drums – Ray Brinker Guitar – Dean Parks, Eric Clapton, Mike Landau*, Shayne Fontayne* Percussion – Rafael Padilla Written-By – J. Hawkins* Bass – Ray Neapolitan Drums – Ray Brinker Guitar – Dean Parks, Eric Clapton, Mike Landau*, Shayne Fontayne* Percussion – Rafael Padilla Written-By – J. Hawkins* | 4:31 |
| 8 | | Every Kind Of People Bass – Ray Neapolitan Drums – Vinnie Colaiuta Guitar – Bruce Gaitsch, Gene Black, Shayne Fontayne* Keyboards – CJ Vanston* Santoor – Alexander Adhami Written-By – Andy Fraser Bass – Ray Neapolitan Drums – Vinnie Colaiuta Guitar – Bruce Gaitsch, Gene Black, Shayne Fontayne* Keyboards – CJ Vanston* Santoor – Alexander Adhami Written-By – Andy Fraser | 4:19 |
| 9 | | Love Don't Live Here Anymore Bass, Keyboards – CJ Vanston* Drums – Vinnie Colaiuta Guitar – Shayne Fontayne* Trumpet – Chris Botti Written-By – Miles Gregory Bass, Keyboards – CJ Vanston* Drums – Vinnie Colaiuta Guitar – Shayne Fontayne* Trumpet – Chris Botti Written-By – Miles Gregory | 4:14 |
| 10 | | Don't Let Me Be Lonely Drums, Bass, Guitar, Keyboards, Percussion, Santoor, Saxophone, Trombone – CJ Vanston* Written-By – James Taylor (2) Drums, Bass, Guitar, Keyboards, Percussion, Santoor, Saxophone, Trombone – CJ Vanston* Written-By – James Taylor (2) | 3:40 |
| 11 | | Jealous Guy Bass – Lee Sklar* Drums – Ray Brinker Guitar – Dean Parks, Mike Landau* Keyboards – CJ Vanston* Percussion – Rafael Padilla Written-By – John Lennon Bass – Lee Sklar* Drums – Ray Brinker Guitar – Dean Parks, Mike Landau* Keyboards – CJ Vanston* Percussion – Rafael Padilla Written-By – John Lennon | 4:06 |
| 12 | | Everybody Hurts Drums, Bass, Guitar, Keyboards, Percussion, Santoor, Saxophone, Trombone – CJ Vanston* Guitar – Steve Lukather Written-By – R.E.M. Drums, Bass, Guitar, Keyboards, Percussion, Santoor, Saxophone, Trombone – CJ Vanston* Guitar – Steve Lukather Written-By – R.E.M. | 5:20 |
