Label : Morpheus Music
01 - Two Smiles From Home (George Shelby)02 - That's The Way It's Goin' Down (Kevin Cloud & Rony Skies)
03 - I'll Do You Right (Kevin Cloud & Rony Skies)
04 - Those Eyes (George Shelby)
05 - She Likes Me (Kevin Cloud & Rony Skies)
06 - Touch (George Shelby)
07 - Cloudy (George Shelby & Erik Lundmark)
08 - Venice After Midnight (Michael Sims)
09 - First Kiss (Sonya Jason, Randy Kartchner & Taavi Mote)
10 - For The Cool In You 3 (Kenneth 'Babyface' Edmonds & Daryl L. Simmons)
11 - Walkin' With Gandalf (George Shelby & Zoe)
12 - Besos (Kisses) (George Shelby)
George Shelby : Alto, Tenor & Soprano Saxophones, WX5 Wind Synth
Russ Miller : Drums & Programming 01, 05, 06, 07, 11, 12
Michael Sims : Guitar 01, 05-09, 11, 12
Zoe : Bass 01, 11
Bobby Zee : Keys 01, 11
Kevin Cloud : Drums & Programming 03, 04, 05
Bart Samolis : Bass 03, 07 & Guitar 12
Erik Lundmark : Guitar Solo, Programming on "Cloudy"
Stuart Elster : Keys on "Those Eyes"
D. John Papenbrook : Trumpet on "Besos"
C.C. Miller : Vocals on "Besos"
Toni : Vocals on "Cool In You"
Roxanne Shelby : Vocal Intro on "Besos"
Produced by George Shelby
Mastered at Cloud 9 Studios by Bobby Zee
01 - Two Smiles From Home
Produced by George Shelby
Recorded at The Treehouse, RMI, Painted Bird Studios & Cloud 9 Studios
02 - That's The Way It's Goin' Down
Produced by George Shelby & Kevin Cloud
Recorded at The Treehouse, My Dad's Studios
03 - I'll Do You Right
Produced by George Shelby & Kevin Cloud
Recorded at The Treehouse, My Dad's Studios
04 - Those Eyes
Produced by George Shelby
Recorded at The Treehouse, RMI, Painted Bird Studios
05 - She Likes Me
Produced by George Shelby & Kevin Cloud
Recorded at The Treehouse, My Dad's Studios
06 - Touch
Produced by George Shelby
Additional Production by Michael Sims
Recorded at The Treehouse, RMI, Painted Bird Studios
07 - Cloudy
Produced by George Shelby & Erik Lundmark
Recorded at The Treehouse, Leomark Studios
08 - Venice After Midnight
Produced by Michael Sims
Recorded at Painted Bird Studios
09 - First Kiss
Produced by Taavi Mote & Randy Kartchner
Arrangement, Keyboards & Programming by Randy Kartchner
Engineered & Mixed by Taavi Mote
10 - For The Cool In You
Produced by Michael Sims & George Shelby
Recorded at The Treehouse, RMI, Painted Bird Studios
11 - Walkin' With Gandalf
Produced by George Shelby
Recorded at The Treehouse, RMI, Cloud 9 Studios
12 - Besos (Kisses)
Produced by George Shelby
Recorded at The Treehouse, RMI