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Disc1
| 1 | In a Mellow Tone | George Duke | 5:27 |
| 2 | For All We Know | George Duke | 5:56 |
| 3 | Never Will I Marry | George Duke | 5:28 |
| 4 | Spring Is Here | George Duke | 5:43 |
| 5 | Sweet Baby | George Duke | 3:59 |
| 6 | Down the Road | George Duke | 7:11 |
| 7 | So Many Stars | George Duke | 5:03 |
| 8 | So I'll Pretend | George Duke | 7:59 |
| 9 | Quiet Fire | George Duke | 5:02 |
| 10 | Just Because | George Duke | 6:43 |
| 11 | I Loves You, Porgy | George Duke | 3:41 |