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Disc1
| 1 | Exhale (Shoop Shoop) | Kirk Whalum | 4:43 |
| 2 | Can We Talk? | Kirk Whalum | 4:38 |
| 3 | I'll Make Love to You | Kirk Whalum | 4:25 |
| 4 | For the Cool in You | Kirk Whalum | 4:46 |
| 5 | Breathe Again | Kirk Whalum | 4:30 |
| 6 | When Can I See You | Kirk Whalum | 4:47 |
| 7 | Betcha Never | Kirk Whalum | 5:02 |
| 8 | Someone to Love | Kirk Whalum | 5:19 |
| 9 | Not Gon' Cry | Kirk Whalum | 4:55 |
| 10 | Whip Appeal | Kirk Whalum | 5:29 |
| 11 | I Said I Love You | Kirk Whalum | 4:10 |
| 12 | Wey U | Kirk Whalum | 4:57 |