1.	Just Chillin'
D Thettu
Jimmie Highsmith, Jr.   Soprano Sax
Michael Thireos           Keyboards
Deepak Thettu               Guitar
David Jones                  Bass
Barry Dean                    Drums
Jimmie Highsmith, Sr.   Voice Over
James E Highsmith, III  Voice Over 

2.	Quiet Storm Interlude
Jimmie Highsmith, Jr., P Boutte' Tjari Music, LLC(BMI)written for A. Marcel & WDKX Radio   
Jimmie Highsmith, Jr.  Soprano Sax    
Paul Boutte'  Keyboard Sequencing/Drum Programming
Shawn Powell  Background Vocals

3.	May I Love You
J Highsmith, Jr, P Boutte'  Tjari Music, LLC (BMI)
Jimmie Highsmith, Jr.    Soprano Sax
Paul Boutte'  Keyboard Sequencing/Drum Programming

4.	Where Did Our Love Go?
Featuring  Shawn "Black" Jackson 
P Boutte' (BMI)     
Shawn "Black" Jackson  Lead Vocals
Jimmie Highsmith, Jr.    Soprano Sax  
Paul Boutte'       Keyboard Sequencing/Drum Programming 
Shawn Powell       Background Vocals

5.	Upstate Funk
M Thireos                          
Jimmie Highsmith, Jr.   Tenor/Soprano Sax
Michael Thireos     Keyboards
Deepak Thettu     Guitar
David Jones      Bass
Barry Dean      Drums

6.	Love Is Here For You
J Highsmith, Jr., Vato    Tjari Music,  LLC ( BMI)
Jimmie Highsmith, Jr.    Tenor/Soprano Sax
Vato   Keyboard Sequencing/Drum Programming
David Jones      Bass Solo
Shawn Powell    Background Vocals

7.	Once Upon A Time
J Highsmith, Jr. Tjari Music,  LLC (BMI)        
Jimmie Highsmith, Jr.    Soprano Sax
Michael Thireos      Keyboards
Deepak Thettu      Guitar
David Jones      Bass
Barry Dean        Drums
Shiera Coleman     French Voice Over Intro
Lashonda Joyner     Background Vocals

8.	Someone To Love You
Featuring "Divine Nature"
M Rooney   Sony/ATV SONGS, LLC                                              
Jimmie Highsmith, Jr.    Soprano Sax
Paul Boutte'       Keyboards
Shawn Powell       Guitar
Marv "Baby Boy" Parker  Bass
Roy "Battle Roy" Battle  Drum Programming
Divine Nature   Background Vocals

9.	Ariana
J Highsmith, Jr., M Thireos  Tjari Music, LLC (BMI) 
Jimmie Highsmith, Jr.  Tenor/Soprano Sax
Michael Thireos   Keyboards
Deepak Thettu   Guitar
Dave Jones   Bass
Barry Dean  Drums
Paul Boutte'  Fender Rhodes
Marv "Baby Boy" Parker   Fretless Bass Solo

10.	Reflections of Taryn
J Highsmith, Jr. Tjari Music, LLC (BMI)
Jimmie Highsmith, Jr.  
8' Steinway Grand Piano & Tenor sax

11.	May I Love You "reprise"
J Highsmith, Jr., P Boutte'  Tjari Music, LLC (BMI) 
Jimmie Highsmith, Jr.   Soprano Sax
Paul Boutte'  Keyboards
Deepak Thettu   Guitar
Dave Jones   Bass
Barry Dean  Drums
Latania Levans  Hand Claps/Studio Voice

Executive Producer Jimmie Highsmith, Jr. for Tjari Music, LLC 
Associate Producers Paul C. Boutte' for The Rock Music Group, 
Roy "BattleRoy" for Silver Panther Productions & 
Vato for Upstate Music Group