| 1 | Never Letting GoAcoustic Guitar – Lee Ritenour, Stephen BishopArranged By [Strings], Conductor [Strings] – Ian Freebairn SmithBacking Vocals – Chaka KhanBass – Reinie PressDrums – Jim GordonPiano – Barlow Jarvis | 3:48 |
| 2 | Rock And Roll SlaveAcoustic Guitar – Stephen BishopBacking Vocals – Art Garfunkel, Russ Kunkel, Stephen BishopBass – Reinie PressDrums – Jim GordonElectric Piano, Organ – Larry KnechtelPiano – Barlow Jarvis | 3:35 |
| 3 | Save It For A Rainy DayAcoustic Guitar – Stephen BishopArranged By [Horns] – Ian Freebairn SmithBacking Vocals – Chaka KhanDrums – Russ KunkelElectric Guitar, Bass – Jeffrey StatonElectric Piano – Barlow JarvisPiano – Barlow JarvisSoloist, Electric Guitar – Eric Clapton | 3:10 |
| 4 | On And OnAcoustic Guitar, Backing Vocals – Stephen BishopBass – Mac CridlinDrums – Larry BrownElectric Guitar – Andrew GoldElectric Piano – Barlow JarvisPercussion, Vibraphone, Marimba – Victor FeldmanSteel Guitar – Michael Staton | 3:00 |
| 5 | Sinking In An Ocean Of TearsAcoustic Guitar – Stephen BishopArranged By [Horns] – Ian Freebairn SmithBass – Mac CridlinDrums – Larry BrownElectric Guitar – Jay GraydonElectric Guitar [Slide] – Eric ClaptonPiano – Barlow JarvisSoloist, Saxophone – Ray PizziSynthesizer – Alan Lindgren | 3:07 |
| 6 | MadgeArranged By [Strings], Conductor [Strings] – Lee HoldridgeGuitar, Vocals – Stephen Bishop | 4:02 |
| 7 | Every MinuteAcoustic Guitar – Jay Graydon, Stephen BishopBass – Max BennettDrums – John GuerinElectric Guitar – Andrew GoldPiano – Barlow JarvisVocals – Art Garfunkel, Stephen Bishop | 3:56 |
| 8 | The Same Old Tears On A New BackgroundGuitar, Vocals – Stephen Bishop | 2:39 |
| 9 | One More NightAcoustic Guitar – Stephen BishopArranged By [Strings], Conductor [Strings] – Lee HoldridgeBass – Reinie PressDrums – Jim GordonPiano – Barlow JarvisSynthesizer – Alan Lindgren | 4:00 |
| 10 | CarelessAcoustic Guitar – Stephen BishopArranged By [Strings], Conductor [Strings] – Lee HoldridgeBass – Mac CridlinDrums – Larry BrownPiano – Barlow JarvisTrombone – Stephen BishopVocals – Art Garfunkel, Stephen Bishop | 3:42 |
| 11 | Little ItalyAccordion – Steve PaiettaAcoustic Guitar – Larry Carlton, Stephen BishopArranged By [Strings And Woodwinds] – Ian Freebairn SmithBass – Max BennettDrums – John GuerinMandolin – Tommy TedescoPercussion, Vibraphone – Victor FeldmanVocals – Chaka Khan, Stephen Bishop | 3:28 |
| 12 | Guitar Interlude | 0:32 |
