- "The Rain" – 5:08 (Vincent "V.F." Bell)
- "You Can't Hide from Love" – 5:13 (Bell)
- "Here I Go Again" – 4:50 (Al Cleveland, Smokey Robinson, Terry Johnson, Warren Moore)
- "Curiosity" – 4:04 (Bell)
- "Your Song" – 4:36 (Oran "Juice" Jones, Davy DMX, Larry Smith, Trevor Gale)
- "Love Will Find a Way" – 3:55 (Jones, Izzy Flores)
- "It's Yours" – 4:07 (Jones, Danny Harris, Kurtis Blow, Steve Breck)
- "1.2.1." – 4:14 (Bell, Fredrick Gorden)
- "Two Faces" – 4:43 (Michael Gabriel)
- Arranged by Vincent "V.F" Bell, Michael Gabriel, James Austin and Fredrick Gorden; Vocals arranged by Oran "Juice" Jones and Vincent "V.F." Bell
- Produced by Vincent "V.F." Bell and Russell Simmons; "It's Yours" produced by Kurtis Blow
- Recording and Mix Engineers: Andy Wallace, Aquilli Walker, Jay Burnette, Joe Blaney
- Mastered by Howie Weinberg
- Oran "Juice" Jones - vocals
- Fredrick Gorden - keyboards, drum programming, backing vocals
- Izzy Flores, Michael Gabriel - keyboards
- David Miles - guitars
- David Boonshoft, Leon Lewis - bass
- Joe Damone - drums, percussion
- Vincent "V.F." Bell - drum programming, backing vocals
- Patience Higgins - saxophone
- David "Mr. Motion" Motion - all instruments on "You Can't Hide From Love", "Here We Go Again" and "Your Song"