| # | Title | Artist | Length |
|---|
| 1 | Trouble, Heartaches & Sadness | Ann Peebles | 2:36 |
| 2 | Let’s Straighten It Out | O.V. Wright | 3:48 |
| 3 | As Long as I’ve Got You | The Charmels | 2:38 |
| 4 | The Masquerade Is Over | David Porter | 4:43 |
| 5 | Groovin’ | Willie Mitchell | 2:57 |
| 6 | You Ought to Be With Me | Al Green | 3:15 |
| 7 | You’re All I Need to Get By | Marvin Gaye & Tammi Terrell | 2:47 |
| 8 | If You Think It (You May as Well Do It) | The Emotions | 3:01 |
| 9 | Nautilus- alto flute:
- George Marge (from 1974-02 until 1974-04) and Romeo Penque (from 1974-02 until 1974-04)
- bass:
- Gary King (from 1974-02 until 1974-04)
- bass trombone:
- Paul Faulise (from 1974-02 until 1974-04), Jack Gale (from 1974-02 until 1974-04) and Alan Raph (from 1974-02 until 1974-04)
- cello:
- Seymour Barab (from 1974-02 until 1974-04), Jesse Levy (from 1974-02 until 1974-04), Charles McCracken (from 1974-02 until 1974-04), George Ricci (from 1974-02 until 1974-04), Alan Shulman (from 1974-02 until 1974-04) and Anthony Sophos (from 1974-02 until 1974-04)
- drums (drum set):
- Idris Muhammad (from 1974-02 until 1974-04)
- flugelhorn:
- Jon Faddis (from 1974-02 until 1974-04) and Thad Jones (from 1974-02 until 1974-04)
- guitar:
- Richie Resnicoff (from 1974-02 until 1974-04)
- keyboard:
- Bob James (from 1974-02 until 1974-04)
- percussion:
- Ralph MacDonald (from 1974-02 until 1974-04)
- trombone:
- Wayne Andre (from 1974-02 until 1974-04)
- trumpet:
- Jon Faddis (from 1974-02 until 1974-04), Thad Jones (from 1974-02 until 1974-04), Victor Paz (from 1974-02 until 1974-04), Al Rubin (from 1974-02 until 1974-04), Lew Soloff (from 1974-02 until 1974-04) and Marvin Stamm (from 1974-02 until 1974-04)
- vibraphone:
- David Friedman (from 1974-02 until 1974-04)
- violin:
- Max Ellen (from 1974-02 until 1974-04), Paul Gershman (from 1974-02 until 1974-04), Emanuel Green (from 1974-02 until 1974-04), Harold Kohon (from 1974-02 until 1974-04), Charles Libove (from 1974-02 until 1974-04), Harry Lookofsky (from 1974-02 until 1974-04), Joe Malin (from 1974-02 until 1974-04), David Nadien (from 1974-02 until 1974-04) and Gene Orloff (from 1974-02 until 1974-04)
- recorded at:
- Van Gelder Studio in Englewood Cliffs, New Jersey, United States (from 1974-02 until 1974-04)
- recording of:
- Nautilus (from 1974-02 until 1974-04)
- composer:
- Bob James
| Bob James | 5:00 |
| 10 | Gotta Find a New World | Al Green | 2:23 |
| 11 | Don’t Do It | Syl Johnson | 2:43 |
| 12 | Little Ghetto Boy (live) | Donny Hathaway | 4:26 |
| 13 | Could I Be Falling in Love | Syl Johnson | 3:07 |
| 14 | After Laughter (Comes Tears) | Wendy Rene | 2:59 |
| 15 | Ain’t No Sunshine | Lyn Collins | 2:48 |
| 16 | Is It Because I’m Black? | Syl Johnson | 7:23 |
| 17 | In the Rain | The Dramatics | 5:07 |
| 18 | The Way We Were | Gladys Knight & the Pips | 4:35 |
| 19 | Motherless Child | O.V. Wright | 2:32 |
| 20 | Children Don’t Get Weary | Booker T. & the MG’s vocals by Judy Clay | 3:34 |
| 21 | Mellow Mood, Part 1 | Barry White | 1:55 |
