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Disc1
| 1 | Will's Groove | Will Downing | 3:26 |
| 2 | Fantasy (Spending Time With You) | Will Downing | 5:01 |
| 3 | After Tonight | Will Downing | 4:55 |
| 4 | No One Can Love You More | Will Downing | 4:07 |
| 5 | Lover's Melody | Will Downing | 5:27 |
| 6 | Satisfy You | Will Downing | 3:59 |
| 7 | All I Need Is You | Will Downing | 5:01 |
| 8 | God Is So Amazing | Will Downing | 5:22 |
| 9 | You Just Can't Smile It Away | Will Downing | 4:56 |
| 10 | After Tonight | Will Downing | 4:35 |