1. Take Your Time 5:26
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming, percussion, voices
Steve Finckle - tenor saxophone
Harry Mura - acoustic and electric guitars
Todd Sucherman - drums
Michelle Buss - voices
Bob Bowker - background vocals
Jeff Morrow - background vocals

2. Close To You 5:16
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming
Steve Finckle - tenor saxophone
Harry Mura - acoustic and electric guitars
Tom Hipskind - hi-hat and cymbals
Jim Culbertson - trumpet
Steve Reid - percussion

3. After Hours 4:12
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming, organ, trombone
Michelle Buss - vocals
Harry Mura - guitar
Jim Culbertson - trumpet
Tom Hipskind - drums
Steve Finckle - tenor saxophone
Dave Hutten - alto and tenor sax on "the lick"

4. Shadow's Dance 4:26
(Brian Culbertson, C. Colnot)
Brian Culbertson - piano
Harry Mura - acoustic and electric guitars
Tom Hipskind - drums
Steve Reid - percussion

5. Intro to Inside Pocket 1:01
(Brian Culbertson)

6. Inside Pocket 4:11
(Brian Culbertson, Harry Mura)
Brian Culbertson - piano, keyboards, drum programming, percussion
Harry Mura - guitar
Tom Hipskind - hi-hat and cymbals
Michelle Buss - background vocals

7. And the Night Comes 5:41
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming, percussion, background vocals
Harry Mura - guitar
Steve Finckle - soprano saxophone
Mike Manson - bass
Tom Hipskind - drums
Michelle Buss - background vocals

8. Going Home 2:27
(Brian Culbertson)
Brian Culbertson - piano, keyboards, cymbals

9. Daybreak 5:32
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming
Mark Colby - Soprano saxophone
Harry Mura - Electric guitar
Craig Bauer - Acoustic guitar
Tom Hipskind - drums
Steve Reid - percussion

10. Prelude to You're Not Alone 1:23
(C. Colnot, Brian Culbertson)
Peter Labella - concertmaster
Orchestra conducted by Cliff Colnot

11. Your Not Alone 3:30
(Brian Culbertson)
Brian Culbertson - piano, keyboards
Harry Mura - guitar
Todd Sucherman - drums
Steve Reid - percussion
Peter Labella - concertmaster
Orchestra conducted by Cliff Colnot

12. After Hours (extended solo mix) 4:59
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming, organ, trombone
Michelle Buss - vocals
Jim Culbertson - trumpet
Tom Hipskind - drums
Steve Finckle - tenor saxophone solo
Dave Hutten - alto and tenor sax on "the lick"

13. Sonic Dreams 6:28
(Brian Culbertson)
Brian Culbertson - piano, keyboards, drum programming
Harry Mura - electric guitar
Craig Bauer - acoustic guitar
Steve Reid - percussion
Dave Hutten - synth programming