| 1. Will Downing, Rex Rideout/Rex Rideout/Will Downing - Will's Groove | not rated | 3:26 |
| 2. Will Downing, Rex Rideout/Rex Rideout/Will Downing - Fantasy (Spending Time with You) | not rated | 5:03 |
| 3. Will Downing, Rex Rideout/Rex Rideout/Will Downing - After Tonight | not rated | 4:56 |
| 4. Gerald Albright/Will Downing, Skip Scarborough/Skip Scarborough - No One Can Love You More | not rated | 4:08 |
| 5. Roy Ayers/Will Downing, Rex Rideout/Rex Rideout/Will Downing - Lover's Melody | not rated | 5:27 |
| 6. Will Downing, Danny Madden/Rex Rideout/Will Downing/Darrell Crooks/Danny Madden - Satisfy You | not rated | 4:01 |
| 7. Kirk Whalum/Will Downing, Michael Logan/Will Downing/Michael Logan - All I Need Is You | not rated | 5:02 |
| 8. Will Downing, Audrey Wheeler-Downing/Will Downing/Audrey Wheeler-Downing/Noel Goring - God Is So Amazing | not rated | 5:24 |
| 9. Kirk Whalum/Will Downing, Bill Withers/Bill Withers - You Just Can't Smile It Away | not rated | 4:58 |
| 10. Will Downing, Rex Rideout/Rex Rideout/Will Downing - After Tonight [Between the Sheets Remix] | not rated | 4:35 |
| 47:00 |
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