| 1 | Soul ShadowsBacking Vocals – Jim Gilstrap, Lori Perry, Lynn DavisBass – Marcus MillerDrums – Steve GaddElectric Guitar – Dean ParksLead Vocals – Dennis RowlandPercussion – Lenny CastroPiano, Synthesizer, Electric Piano [Fender Rhodes] – Joe SampleSynthesizer [Additional], Effects – George DukeWritten-By [Lyrics] – W. JenningsWritten-By [Music] – J. Sample | 5:04 |
| 2 | SnowflakeAcoustic Guitar – Dean ParksAlto Saxophone – Everette HarpBass – Jay AndersonDrums, Percussion – Lenny CastroPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 4:51 |
| 3 | Rainbow Seeker, No. 2Acoustic Guitar – Dean ParksBass – Jay AndersonDrums, Percussion – Lenny CastroPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 4:40 |
| 4 | It Happens EverydayBass – Marcus MillerDrums – Steve GaddElectric Guitar – Dean ParksFlute – Hubert LawsPercussion – Lenny CastroPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 5:13 |
| 5 | Put It Where You Want ItBacking Vocals – Jim Gilstrap, Lori Perry, Lynn DavisBass – Marcus MillerDrums – Steve GaddElectric Guitar – Dean ParksElectric Piano [Wurlitzer], Organ – Joe SamplePercussion – Lenny CastroWritten-By – J. Sample | 5:10 |
| 6 | Street LifeBacking Vocals – Jim Gilstrap, Lori Perry, Lynn DavisBass – Marcus MillerDrums – Steve GaddEffects – George DukeElectric Guitar – Dean ParksPercussion – Lenny CastroSynthesizer, Electric Piano [Fender Rhodes] – Joe SampleWritten-By [Lyrics] – W. JenningsWritten-By [Music] – J. Sample | 5:12 |
| 7 | I'm Coming Back AgainAcoustic Guitar – Dean ParksBass – Marcus MillerDrums – Steve GaddPercussion – Lenny CastroPiano, Synthesizer – Joe SampleSynthesizer [Additional] – George DukeVocals – Dianne ReevesWritten-By [Lyrics] – W. JenningsWritten-By [Music] – J. Sample | 5:03 |
| 8 | In All My Wildest DreamsBacking Vocals – Jim Gilstrap, Lori Perry, Lynn DavisBass – Marcus MillerDrums – Steve GaddElectric Guitar – Dean ParksPercussion – Lenny CastroSynthesizer, Electric Piano [Fender Rhodes] – Joe SampleWritten-By – J. Sample | 4:49 |
| 9 | CarmelBass – Jay AndersonDrums, Percussion – Lenny CastroElectric Guitar – Dean ParksPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 4:58 |
| 10 | Melodies Of LoveBass – Jay AndersonDrums, Percussion – Lenny CastroPiano – Joe SampleWritten-By – J. Sample | 5:37 |
| 11 | Chain ReactionBass – Marcus MillerDrums – Steve GaddElectric Guitar – Dean ParksPercussion – Lenny CastroPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 4:28 |
| 12 | Shreveport StompsPiano – Joe SampleWritten-By – F. J. Morton | 4:01 |
| 13 | Fly With Wings Of LoveAcoustic Guitar – Dean ParksBass – Jay AndersonDrums, Percussion – Lenny CastroPiano, Synthesizer – Joe SampleSynthesizer [Mini Moog] – George DukeWritten-By – J. Sample | 5:17 |
| 14 | Free As The WindBass – Marcus MillerDrums – Steve GaddElectric Guitar – Dean ParksPercussion – Lenny CastroPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 4:50 |
| 15 | Night FlightBass – Jay AndersonDrums, Percussion – Lenny CastroElectric Guitar – Dean ParksPiano, Synthesizer – Joe SampleWritten-By – J. Sample | 5:07 |