| 1 | She Used To Be My GirlLead Vocals – SkipProducer – Lew HahnWritten-By – Keith Harrison, Marlon McClain, Bobby Harris | 4:33 |
| 2 | All The WayLead Vocals – Keith, Kenny, SkipProducer – Lew HahnWritten-By – Keith Harrison, Marlon McClain, Bobby Harris | 3:36 |
| 3 | Hot SpotLead Vocals – SkipProducer – Lew HahnWritten-By – Keith Harrison, Marlon McClain, Bobby Harris | 5:13 |
| 4 | S. C. L. & P. (Style, Class, Looks And Personality)Lead Vocals – Keith, Kenny, Pierre, Bobby, SkipProducer – Lew HahnWritten-By – Allen A. Jones, Harvey Henderson, Howard Redmon, Jr., Larry Dodson, Bobby Harris, Winston Stewart | 4:20 |
| 5 | Slow RapLead Vocals – Keith, Pierre, SkipWritten-By – Jeff Lorber, Marlon McClain, Bobby Harris | 5:44 |
| 6 | When You Need RosesLead Vocals – SkipWritten-By – Gary McGill, Bobby Harris | 4:33 |
| 7 | If Only You Were In My ShoesLead Vocals – Keith, BobbyWritten-By – Gary Taylor | 5:49 |
| 8 | ParanoidLead Vocals – KeithWritten-By – Keith Harrison, Bobby Harris | 5:19 |