Arranged By, Tenor Saxophone, Keyboards, Lyricon – Richard ElliotBass – Naoki YanaiDrums, Percussion – Craig YamekGuitar – Richard Smith (25)Keyboards – Sam SimsPiano [Solo] – Dan Siegel
3:50
A2 By My Side
Arranged By, Tenor Saxophone, Keyboards – Richard ElliotBass – Naoki YanaiGuitar – Richard Smith (25)
4:45
A3 Take This Heart
Arranged By, Keyboards, Drums – Cliff Downs, Dominic MessingerComposed By – Cliff Downs, Dominic MessingerTenor Saxophone – Richard ElliotVocals – Carl Anderson
4:48
A4 Stiletto Heels
Bass – Naoki YanaiGuitar – Richard Smith (25)Keyboards, Arranged By – Sam MimsTenor Saxophone, Keyboards – Richard Elliot
4:53
A5 Midnight Passion
Bass – Naoki YanaiDrums, Percussion – Craig YamekGuitar – Richard Smith (25)Keyboards – Sam MimsTenor Saxophone, Keyboards – Richard Elliot
4:47
A6 Don't Cry Now
Side 2
B1 On The Town
Arranged By, Tenor Saxophone, Keyboards – Richard ElliotGuitar – Richard Smith (25)Piano [Solo] – Dan Siegel
3:58
B2 Into The Light
Arranged By, Tenor Saxophone – Richard ElliotBass – Naoki YanaiDrums, Percussion – Craig YamekGuitar – Richard Smith (25)Keyboards – Sam Mims
5:11
B3 Breezer
Arranged By, Tenor Saxophone, Keyboards – Richard ElliotBass – Naoki YanaiDrums, Percussion – Craig YamekGuitar – Richard Smith (25)Keyboards – Sam Mims
4:09
B4 Highway 1
Arranged By, Tenor Saxophone, Keyboards – Richard ElliotBass – Naoki YanaiGuitar – Richard Smith (25)
4:21
B5 In Your Face
Bass – Naoki YanaiDrums, Percussion – Craig YamekGuitar – Richard Smith (25)Keyboards – Sam MimsTenor Saxophone, Keyboards, Arranged By – Richard Elliot
5:41
B6 Over The Rainbow
Arranged By, Keyboards – Sam SimsArranged By, Tenor Saxophone – Richard ElliotComposed By – E.Y. Harburg, Harold Arlen