01. For the Cool in You (Babyface [1]/Simmons) - 4:52
02. It's No Crime (Babyface [1]/Reid/Simmons) - 4:02
03. Whip Appeal (Babyface [1]/Reid) - 5:46
04. Never Keeping Secrets (Babyface [1]) - 4:53
05. Every Time I Close My Eyes performed by Babyface / Kenny G - 4:57
06. When Can I See You Again (Babyface [1]) - 3:48
07. Reason for Breathing (Andrews/Patrick/Thomas/Thompson/Wilson) - 5:42
08. This Is for the Lover in You performed by Babyface / LL Cool J / Howard Hewett - 4:00
09. How Come, How Long performed by Babyface / Stevie Wonder - 5:12
10. Change the World performed by Babyface / Eric Clapton - 7:32
11. I Love You Babe (Babyface [1]) - 4:09
12. Soon as I Get Home (Babyface [1]) - 5:08
13. Where Will You Go (Babyface [1]) - 5:08
14. When Men Grow Old (Babyface [1]) - 5:32