| A1 | | Introduction | 1:20 |
| A2 | | Loungin' Co-producer, Trumpet – Donald Byrd | 4:38 |
| A3 | | When You're Near Co-producer, Vocals – N'Dea Davenport | 4:02 |
| A4 | | Transit Ride Co-producer, Saxophone – Branford Marsalis Guitar – Zachary Breaux | 3:58 |
| A5 | | No Time To Play Co-producer, Guitar – Ronny Jordan Vocals – Dee C. Lee | 4:54 |
| A6 | | Down The Backstreets Co-producer, Piano – Lonnie Liston Smith | 4:47 |
| B1 | | Respectful Dedications | 0:54 |
| B2 | | Take A Look (At Yourself) Co-producer, Featuring – Roy Ayers | 3:59 |
| B3 | | Trust Me Co-producer, Vocals – N'Dea Davenport | 4:27 |
| B4 | | Slicker Than Most Saxophone – Gary Barnacle | 2:36 |
| B5 | | Le Bien, Le Mal Co-producer, Featuring – MC Solaar | 3:21 |
| B6 | | Sights In The City Co-producer, Vocals – Carleen Anderson Keyboards – Simon Law Saxophone, Co-producer, Written-By [Co-Written By] – Courtney Pine | 5:10 |
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