
| 1. Will Downing - Will's Groove | not rated | 3:26 |
| 2. Will Downing - Fantasy (Spending Time with You) | not rated | 5:03 |
| 3. Will Downing - After Tonight | not rated | 4:56 |
| 4. Gerald Albright - No One Can Love You More | not rated | 4:08 |
| 5. Roy Ayers - Lover's Melody | not rated | 5:27 |
| 6. Will Downing - Satisfy You | not rated | 4:01 |
| 7. Kirk Whalum - All I Need Is You | not rated | 5:02 |
| 8. Will Downing - God Is So Amazing | not rated | 5:24 |
| 9. Kirk Whalum - You Just Can't Smile It Away | not rated | 4:58 |
| 10. Will Downing - After Tonight [Between the Sheets Remix] | not rated | 4:35 |
| 47:04 | ||
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