| A1 | Introduction | 1:20 | ||
| A2 | Loungin' | 4:38 | ||
| Co-producer, Trumpet - Donald Byrd | ||||
| A3 | When You're Near | 4:02 | ||
| Co-producer, Vocals - N'Dea Davenport | ||||
| A4 | Transit Ride | 3:58 | ||
|
Co-producer, Saxophone -
Branford Marsalis
Guitar - Zachary Breaux | ||||
| A5 | No Time To Play | 4:54 | ||
|
Co-producer, Guitar -
Ronny Jordan
Vocals - Dee C. Lee | ||||
| A6 | Down The Backstreets | 4:47 | ||
| Co-producer, Piano - Lonnie Liston Smith | ||||
| B1 | Respectful Dedications | 0:54 | ||
| B2 | Take A Look (At Yourself) | 3:59 | ||
| Co-producer, Featuring - Roy Ayers | ||||
| B3 | Trust Me | 4:27 | ||
| Co-producer, Vocals - N'Dea Davenport | ||||
| B4 | Slicker Than Most | 2:36 | ||
| Saxophone - Gary Barnacle | ||||
| B5 | Le Bien, Le Mal | 3:21 | ||
| Co-producer, Featuring - MC Solaar | ||||
| B6 | Sights In The City | 5:10 | ||
|
Co-producer -
Carleen Anderson
,
Courtney Pine
Keyboards - Simon Law Saxophone - Courtney Pine Vocals - Carleen Anderson | ||||