| 1 | Breaking Up Is Hard To DoBaritone Saxophone – Jim HornHarp – Gayle LevantTenor Saxophone – Bob MessengerWritten-By – Howard Greenfield, Neil Sedaka | 2:34 |
| 2 | SandyFlute – Bob MessengerFlute, Clarinet – Tom ScottHarp – Dorothy Remsen, Gayle LevantLyrics By – John BettisMusic By – Richard Carpenter | 3:38 |
| 3 | I Need To Be In LoveEnglish Horn – Earl DumlerFlute – David ShostacHarp – Gayle LevantLyrics By – Albert Hammond, John BettisMusic By – Richard CarpenterVocals – The MOR Chorale | 3:47 |
| 4 | I Have YouHarp – Gayle LevantLyrics By – John BettisMusic By – Richard CarpenterOboe – Earl Dumler | 3:25 |
| 5 | Boat To SailVibraphone [Vibes] – Karen Carpenter, Richard CarpenterWritten-By – Jackie DeShannon | 3:29 |
| 6 | YouHarp – Gayle LevantOboe – Earl DumlerWritten-By – Randy Edelman | 3:45 |
| 7 | There's A Kind Of HushHarp – Gayle LevantTenor Saxophone – Bob MessengerWritten-By – Geoff Stephens, Les Reed | 2:57 |
| 8 | GoofusLyrics By – Gus KahnMusic By – Wayne King, William HaroldTenor Saxophone, Noises [Cheek Pop] – Bob MessengerTuba – Wes Jacobs | 3:32 |
| 9 | One More TimeOboe – Earl DumlerWritten-By – Lewis Anderson | 3:30 |
| 10 | Can't Smile Without YouHarp – Gayle LevantWhistle – Doug StrawnWritten-By – Chris Arnold , David Martin , Geoff Morrow | 3:26 |