1. Tomorrow's World 5:23
(Brian Culbertson and Sharay Reed)
Brian Culbertson - Keyboards, drum programming, trombone
Steve Finckle - alto and tenor saxophones
Harry Mura - Guitar
Sharay Reed - Bass
Tom Hipskind - hi-hat, cymbals
Jim Culbertson - Trumpet

2. Toi et Moi (You and Me) 4:41
(Brian Culbertson and Chris Nicholson)
Brian Culbertson - keyboards, drum programming, percussion, background vocals
Chris Nicholson - guitar
Michelle Buss - voices, background vocals
Tom Hipskind - drum fills
Jim Culbertson - harmon mute trumpet

3. Without The Rain 5:46
(Brian Culbertson)
Brian Culbertson - Piano, keyboards, string programming
Fareed Haque - nylon and steel string guitars
Steve Rodby - acoustic bass
Mark Walker - percussion

4. Out Of The Mist 4:54
(Brian Culbertson and Harry Mura)
Brian Culbertson - Piano, Keyboards
Harry Mura - Guitar
Sharay Reed - Bass
Tom Hipskind - Drums
Mark Walker - Percussion

5. Come to Me 4:48
(Brian Culbertson)
Brian Culbertson - Keyboards, drum programming, background vocals
Harry Mura - Guitar

6. Modern Life 4:41
(Brian Culbertson and Harry Mura)
Brian Culbertson - Keyboards
Mark Colby - Soprano saxophone
Harry Mura - Acoustic and electric Guitars
Mark Walker - Drums and Percussion

7. Save the Best for Last 4:17
(Wendy Waldman, John Lind, Phil Galdston)
Brian Culbertson - Piano, Keyboards, drum programming
Daryl Thompson - Nylon String Guitar
Carl Johnston - violin
Cheryl Smith - Violin
Suzanne Labelle - Viola
Elizabeth Anderson - Cello

8. Take Me Home to You 6:24
(Brian Culbertson)
Brian Culbertson - Piano, Keyboards, drum programming
Gerald Albright - alto and tenor saxophones
Harry Mura - Guitar
Sharay Reed - Bass
Tom Hipskind - hi-hat, cymbals
Background Vocals: Josie Warnell, Bob Bowker and Jeff Morrow

9. In Her Eyes 5:04
(Brian Culbertson)
Brian Culbertson - piano, keyboards, additional percussion
Mark Colby - tenor saxophone
Larry Gray - acoustic bass
Tom Hipskind - drums, percussion

10. Prelude to Midnight Sun 0:46

11. Midnight Sun 5:20
(Brian Culbertson)
Brian Culbertson - keyboards, drum programming
Mark Colby - soprano saxophone
Scott Hall - flugelhorn, harmon mute trumpet
Harry Mura - guitar