A1. “Forget Me Nots” (4:42)
A2. “I Was Tired of Being Alone” (3:49)
A3. “All We Need” (5:50)
A4. “Number One (Instrumental)” (4:55)
B1. “Where There Is Love” (3:07)
B2. “Breakout!” (4:04)
B3. “If Only” (3:19)
B4. “Remind Me” (5:15)
B5. “(She Will) Take You Down to Love” (4:20)
Patrice Rushen — vocals, electric piano, synthesizer, percussion, backing vocals, Clavinet
“Ready” Freddie Washington — bass
Melvin Webb — drums
Gerald “Wonderfunk” Albright — saxophone
Paul Jackson, Jr. — guitar, acoustic guitar
Ulysses Dupree — percussion
Tony St. James — drums
Roy Galloway — backing vocals
James Gadson — drums
Wali Ali — guitar
Brenda Russell — backing vocals
Marlo Henderson — guitar
Ollie E. Brown — drums
Lynn Davis — backing vocals
Charles Mims, Jr. — arrangements, electric piano, backing vocals, synthesizer
Paulinho da Costa — percussion
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