- "Be You" - 3:43
- "Kings & Queens" - 4:47
- "Letting You Go" - 3:42
- "Pimp Talk" - 4:41
- "I Can't Change You" - 4:05
- "Will U Be There" - 7:05
- "All I Need" - 3:39
- "Beautiful Soul" - 4:54
- "Free Yourself" - 5:13
- "Funny" - 6:01
- "Mystery" - 5:42
- "We" - 5:01
- "Two and One" - 4:52
- "Letting You Go (Extended Play)" - 5:27
- "Nina Shouts" - 0:47
Credits are adapted from the album's liner notes.[2]
- Cynthia Layne - lead vocals, backing vocals
- Gary Mielke - bass guitar, keyboards, drum programming
- Kenny Phelps - drums, percussion
- Joe "Coo Coo Bird" Kelsey - acoustic and electric bass guitars
- Rob Dixon - keyboards, alto, soprano, and tenor saxophones
- Richard Dole - trombone
- P.J. Yinger - trombone