#
Title
Time
A1
Read My Lips
Backing Vocals – Frank Floyd, Vivian Cherry
Bass – Marcus Miller
Electronic Drums [Simmons] – Chris Parker (2)
Guitar – Hiram Bullock
03:38
A2
Let Me Count The Ways
Backing Vocals – Bobby Floyd, Leslie Miller, Rob Mounsey, Vivian Cherry
Bass – Will Lee
Electronic Drums [Simmons] – Chris Parker (2)
Guitar – Hugh McCracken
04:33
A3
Your Secret's Safe With Me
Backing Vocals – Michael Franks, Rob Mounsey, Will Lee
Bass – Neil Jason
Drums – Chris Parker (2)
Guitar [Solo] – Steve Khan
Piano – Clifford Carter
04:38
A4
Don't Be Shy
Alto Saxophone – David Sanborn
Backing Vocals – Bobby Floyd, Leslie Miller, Rob Mounsey, Vivian Cherry
Electronic Drums [Simmons] – Chris Parker (2)
05:06
A5
When I Give My Love To You
Backing Vocals – Brenda Russell (2)
Drums – Chris Parker (2)
Lead Vocals – Brenda Russell (2), Michael Franks
04:21
B1
Queen Of The Underground
Backing Vocals – Joe Caro, Rob Mounsey, Will Lee
Bass – Will Lee
Electronic Drums [Simmons] – Chris Parker (2)
Guitar – Hiram Bullock
04:25
B2
Now I Know Why (They Call It Falling)
Alto Saxophone – David Sanborn
Drums, Cymbal – Danny Gottlieb
Electric Guitar, Acoustic Guitar – Jeff Mironov
04:53
B3
Please Don't Say Goodnight
Backing Vocals – Kasey Cisyk, Michael Franks, Rob Mounsey, Will Lee
Bass – Mark Egan
Drums – Andy Newmark
Electronic Drums [Simmons] – Chris Parker (2)
Flute – Bill Evans (3)
Guitar – Jeff Mironov
Percussion – Manolo Badrena, Sue Evans
Synth [Yamaha Dx-7] – Rob Mounsey
04:50
B4
When She Is Mine
Alto Flute – George Young (2), Lawrence Feldman
Baritone Saxophone – Ronnie Cuber
Bass – Ron Carter
Drums – Steve Gadd
Euphonium – Dave Bargeron
Flugelhorn – Jon Faddis
French Horn – Jon Clark, Peter Gordon (8)
Piano – Warren Bernhardt
Tenor Saxophone – Michael Brecker
05:25
