Label : Heads Up International
01 - Desire (Richard Elliot, Paul Brown & Bryant Siono)02 - Lip Service (Richard Elliot, Paul Brown, Jeff Carruthers & Roberto Vally)
03 - Givin' It Up (Richard Elliot, Paul Brown & Marco Basci)
04 - Sweet Spot (Richard Elliot, Paul Brown & Lew Laing)
05 - Sookie Sookie (Richard Elliot, Paul Brown & Lew Laing)
06 - All The Way (Richard Elliot, Paul Brown & Lew Laing)
07 - When I Was Your Man (Andrew Wyatt, Ari Levine, Peter Gene Hernandez & Philip Lawrence)
08 - Shining Star (Leo Graham & Paul Richmond)
09 - City Lights (Richard Elliot, Paul Brown, Bob Baldwin & Rodney Kelley)
10 - Anytime (Brandon Barnes & Brian McKnight)
Produced by Paul Brown
Engineered by Carmen Grillo, Jeff Carruthers, Lew Laing & Paul Brown
Mixed by Paul Brown at Funky Joint Studios
Mastered by Paul Blakemore at CMG Mastering
01 - Desire
Arranged by Bryant Siono
Richard Elliot : Saxophone
Randy Jacobs : Guitar
Paul Brown : Guitar Solo
Bryant Siono : Keyboards, Bass
Third Richardson : Drums
Lee Thornburg : Flugelhorn
02 - Lip Service
Arranged by Jeff Carruthers
Richard Elliot : Saxophone
Jeff Carruthers : Keyboards, Guitar
Roberto Vally : Bass
Paul Brown : Percussion
03 - Givin' It Up
Arranged by Marco Basci
Richard Elliot : Saxophone
Randy Jacobs : Guitar
Nate Phillips : Bass
Marco Basci : Keyboards
Third Richardson : Drums
Lenny Castro : Percussion
Horns : Jerry Hey, Lee Thornburg
04 - Sweet Spot
Arranged by Lew Laing
Richard Elliot : Saxophone
Paul Brown : Guitar
Lew Laing : Keyboards, Bass
05 - Sookie Sookie
Arranged by Lew Laing
Richard Elliot : Saxophone
Lew Laing : Keyboards, Drums, Bass
06 - All The Way
Arranged by Lew Laing
Richard Elliot : Saxophone
Paul Brown : Guitar
Lew Laing : Keyboards
Lenny Castro : Percussion
07 - When I Was Your Man
Richard Elliot : Saxophone
Lew Laing : Keyboards
08 - Shining Star
Arranged by Tracy Carter
Richard Elliot : Saxophone
Jay Gore : Guitar
Sekou Bunch : Bass
Tracy Carter : Keyboards
Lenny Castro : Percussion
Lee Thornburg, Greg Adams : Trumpet
Rhythm & Horn Arrangements : Greg Adams
09 - City Lights
Arranged by Bob Baldwin
Richard Elliot : Saxophone
Paul Brown : Guitar
Sekou Bunch : Bass
Bob Baldwin : Keyboards
Gorden Campbell : Drums
Lenny Castro : Percussion
10 - Anytime
Arranged by Tracy Carter
Richard Elliot : Saxophone
Jay Gore : Guitar
Sekou Bunch : Bass
Tracy Carter : Keyboards
Gorden Campbell : Drums
Lenny Castro : Percussion
