1        Flava
Lead Vocals [Uncredited] – Tony Lucca
Scat [Uncredited] – Dale Godboldo
Words By, Music By – Jeff Carruthers, Lord G., Michael Egizi*
3:58
2        Real Talk
Lead Vocals [Uncredited] – Rhona Bennett
Rap [Uncredited] – Ricky Luna
Words By, Music By – Jeff Carruthers, Michael Egizi*
Written-By [Rap By] – Lord G.
4:07
3        I Want Your Love
Lead Vocals [Uncredited] – Nita Booth
Words By, Music By – Jeff Carruthers, Michael Egizi*, Tuesday Knight
4:30
4        Cool Love
Lead Vocals [Uncredited] – Tony Lucca
Words By, Music By – Larry Mendheim, Michael Turner (31)
4:42
5        Goodbye Doesn't Mean I'm Gone
Bass – Lance Morrison
Lead Vocals [Uncredited] – Rhona Bennett
Words By, Music By – Fred Mirza, Yvette Marine
4:15
6        Gimme Back My Groove
Lead Vocals [Uncredited] – Nita Booth
Words By, Music By – Robin Kreinces, Warren Rosenstein
3:37
7        Step To The Rhythm
Lead Vocals [Uncredited] – Dale Godboldo
Words By, Music By – Jeff Carruthers, Lord G., Michael Egizi*
4:06
8        I Saw Her First
Lead Vocals [Uncredited] – JC Chasez
Words By, Music By – Frank Musker, Sam Bergliter
3:48
9        Time With You
Lead Vocals [Uncredited] – Nita Booth
Words By, Music By – Andy DiTaranto, Samuel J. Winser, Tony Reyes
3:52
10        Hanging On For Dear Life
Bass – Lance Morrison
Lead Vocals [Uncredited] – Jennifer McGill
Words By, Music By – Brock Walsh, Jon Lind
5:03
11        Merry-Go-Round
Lead Vocals [Uncredited] – Matt Morris (3)
Words By, Music By – Jeff Carruthers, Michael Egizi*
4:21
12        Let's Get Together
Lead Vocals [Uncredited] – JC Chasez
Words By, Music By – Charles Rice, Jeff Carruthers, Michael Egizi*
4:16