| 1 | Hollywood SwingingAlto Saxophone, Tenor Saxophone, Arranged By [Horns] – Eric MarienthalBass [Slap], Handclaps, Vocals [Gang] – Sam SimsDrums – Oscar Seaton, Jr.Featuring, Alto Saxophone, Soloist – Gerald AlbrightFeaturing, Lead Vocals, Backing Vocals, Handclaps, Vocals [Gang] – Musiq SoulchildGuitar – Ray Parker, Jr.Guitar, Handclaps, Vocals [Gang] – Paul Jackson, Jr., Sheldon ReynoldsHandclaps, Vocals [Gang] – Maurice WhiteKeyboards, Handclaps, Vocals [Gang] – Eddie Miller Organ [Hammond B3], Handclaps, Vocals [Gang] – Ricky PetersonPercussion – Lenny CastroPiano, Bass [Distorted], Electric Piano [Wurlitzer], Keyboards, Trombone, Handclaps, Vocals [Gang] – Brian CulbertsonSynth [Bass], Handclaps, Vocals [Gang] – Chance HowardTrumpet – Dan ForneroWritten-By – Claydes Eugene Smith, George Melvin Brown, Robert Earl Bell, Robert Spike Mickens, Ronald Bell | 4:09 |
| 2 | The World Keeps Going AroundAlto Saxophone, Tenor Saxophone, Baritone Saxophone, Flute, Clarinet, Bass Clarinet – Eric MarienthalArranged By [Horns] – Michael SteverBass, Handclaps – Rhonda SmithDrums, Handclaps – Cora DunhamElectric Piano [Wurlitzer], Handclaps – Eddie Miller Featuring, Lead Vocals, Backing Vocals – LedisiGuitar – Ray Parker, Jr.Guitar, Handclaps – Sheldon ReynoldsHandclaps – Maurice WhiteOrgan [Hammond B3], Handclaps – Ricky PetersonPercussion – Lenny CastroPiano, Keyboards, Trombone, Handclaps – Brian CulbertsonSynth [Wah], Handclaps – Monte NeubleTrumpet, Flugelhorn – Dan ForneroWritten-By – Bill Withers | 4:26 |
| 3 | The GrooveArranged By [Horns] – Bill MeyersBass, Synth [bass] – Morris PleasureDrums – Sonny EmoryElectric Piano [Fender Rhodes], Synth [Minimoog] – Larry DunnGuitar – Ray Parker, Jr., Sheldon ReynoldsOrgan [Hammond B3] – Ricky PetersonPercussion – Lenny CastroPiano, Keyboards, Synth [Minimoog], Trumpet [Muted], Trombone – Brian CulbertsonTenor Saxophone – Eric MarienthalTrumpet – Dan ForneroWritten-By – Brian Culbertson, Larry Dunn | 4:41 |
| 4 | Always RememberAlto Saxophone, Tenor Saxophone – Eric MarienthalBass – Maurice FitzgeraldDrums – Chris MiskelElectric Piano [Fender Rhodes] – Larry DunnGuitar – Paul Jackson, Jr., Ray Parker, Jr.Organ [Hammond B3] – Ricky PetersonPercussion – Lenny CastroPiano, Keyboards, Clavinet, Trombone – Brian CulbertsonTenor Saxophone, Baritone Saxophone – Tom ScottTrumpet, Flugelhorn – Lee ThornburgTrumpet, Flugelhorn, Arranged By [Horn] – Greg AdamsVocals, Guitar – Sheldon ReynoldsWritten-By – Brian Culbertson, Sheldon Reynolds | 4:22 |
| 5 | Excuse Me... What's Your Name?Bass – Maurice FitzgeraldDrums – Chris MiskelElectric Guitar, Acoustic Guitar – Ray Parker, Jr.Trombone, Trumpet, Electric Piano [Fender Rhodes], Keyboards – Brian CulbertsonWritten-By – Brian Culbertson, Chris Miskell, Maurice Fitzgerald | 1:59 |
| 6 | Funkin' Like My FatherAlto Saxophone – Maceo ParkerBass, Voice [Party] – Bobby WatsonDrums, Voice [Party] – Michael BlandFeaturing, Co-producer, Vocals, Bass [Space] – Bootsy CollinsGuitar – Phelps "Catfish" CollinsGuitar, Soloist – Ron JenningsGuitar, Voice [Party] – Sheldon ReynoldsKeyboards – Bernie Worrell, Eddie Miller Organ [Hammond B3], Voice [Party] – Ricky PetersonPercussion – Lenny CastroPiano, Clavinet, Synth [Minimoog], Trombone, Soloist, Voice [Party] – Brian CulbertsonRap – DJizzleSynth [Bass] – Chance HowardTrombone – Fred WesleyTrumpet – Kush Vocals – Ice Candi, Zion Planet 10Voice [Party] – Maurice WhiteWritten-By – Bootsy Collins, Brian Culbertson, Candice Cheatham, Donald Moore, Keith Cheatham, Pete Roberts , Sheldon Reynolds, Zion Roberts | 5:15 |
| 7 | Voices Inside (Everything Is Everything)Alto Saxophone, Tenor Saxophone – Eric MarienthalBacking Vocals – The Perri Sisters - Lori, Sharron, Darlene, and CarolynBass – Bobby WatsonClavinet – Chance HowardDrums – Michael BlandFeaturing, Guitar, Soloist, Rhythm Guitar – David T WalkerFeaturing, Lead Vocals, Electric Piano [Fender Rhodes] – Eddie Miller Guitar – Sheldon ReynoldsOrgan [Hammond B3] – Ricky PetersonPercussion – Lenny CastroPiano, Trombone – Brian CulbertsonTenor Saxophone, Baritone Saxophone – Tom ScottTrumpet, Flugelhorn – Lee ThornburgTrumpet, Flugelhorn, Arranged By [Horns] – Greg AdamsWritten-By – Philip R. Upchurch, Richard L. Evans, Richard V. Powell | 6:02 |
| 8 | The House Of MusicClavinet – Chance HowardDrums – Michael BlandFeaturing, Bass – Larry GrahamFeaturing, Tenor Saxophone, Soloist – Ronnie LawsGuitar – Sonny Thompson Guitar, Vocals – Ray Parker, Jr.Handclaps – Larry Dunn, Maurice WhiteOrgan [Hammodn B3] – Ricky PetersonPiano, Electric Piano [Fender Rhodes], Keyboards, Trombone, Percussion, Handclaps – Brian CulbertsonTenor Saxophone – Eric MarienthalVocals, Guitar [Additional] – Sheldon ReynoldsWritten-By – Brian Culbertson, Larry Graham | 4:50 |
| 9 | You Got To FunkifizeAlto Saxophone, Tenor Saxophone – Eric MarienthalBacking Vocals – Bleu , David PackBass – Derrick D.O.A. AllenDrums – Oscar Seaton, Jr.Electric Piano [Wurlitzer], Backing Vocals – Eddie Miller Featuring, Lead Vocals, Clavinet, Backing Vocals – Chance HowardGuitar, Backing Vocals – Sheldon ReynoldsGuitar, Soloist, Rhythm Guitar – Tony MaidenOrgan [Hammond B3] – Ricky PetersonPercussion – Lenny CastroPiano, Trombone – Brian CulbertsonTalkbox – Monte NeubleTenor Saxophone, Baritone Saxophone – Tom ScottTrumpet – Lee ThornburgTrumpet, Arranged By [Horns] – Greg AdamsVocals [Gospel], Tambourine – The Perri Sisters - Lori, Sharron, Darlene, And CarolynWritten-By – Emilio Castillo, Stephen M. Kupka | 5:26 |
| 10 | Let's Stay In TonightAlto Saxophone – Eric MarienthalArranged By [Horns] – Bill MeyersBass – Maurice FitzgeraldDrums – Sonny EmoryElectric Piano [Fender Rhodes] – Larry DunnGuitar – Paul Jackson, Jr., Ray Parker, Jr.Organ [Hammond B3] – Ricky PetersonPercussion – Lenny CastroPiano, Keyboards, Trombone – Brian CulbertsonSynth [Bass] – Morris PleasureTrumpet – Dan ForneroVocals, Guitar – Sheldon ReynoldsWritten-By – Brian Culbertson, Maurice White, Sheldon Reynolds | 5:29 |
Mixed at BCM Studios, Los Angeles, CA.
Basic tracks recorded at Glenwood Place Studios, Burbank, CA.
Additional recording at BCM Studios, Los Angeles, CA/Master Mix, Minneapolis, MN/Megatrax, North Hollywood, CA/Big Kahuna Studios, St. Paul, MN/Workhouse Studios, Minneapolis, MN/Angel Sound, Inglewood, CA/Bootzilla Re-hab P-Form School, Cincinnati, OH.
Mastered at Bernie Grundman Mastering, Hollywood, CA.
℗&© 2008 The Verve Music Group, a Division of UMG Recordings, INc., 1755 Broadway, New York, New York 10019.
Distributed by Universal Music Distribution
Greg Adams appears courtesy of Ripa Records
Gerald Albright appears courtesy of Peak Records
Bootsy Collins appears courtesy of Bootzilla Productions
Paul Jackson, Jr. appears courtesy of Branch Records
Eric Marienthal appears courtesy of Peak Records
Ray Parker, Jr. appears courtesy of Raydio Music
Ricky Peterson appears courtesy of Celebration Entertainment
Tom Scott appears courtesy of Concord Music Group
Musiq Soulchild appears courtesy of Atlantic Records
Maurice White appears courtesy of Kalima Records
Ledisi is a Verve Forecast recording artist