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Disc1
| 1 | This Song Is for You | Will Downing | 3:39 |
| 2 | Never Say No to You | Will Downing | 3:48 |
| 3 | Till U Come Back to Me | Will Downing | 3:57 |
| 4 | Let's Get Closer | Will Downing | 5:39 |
| 5 | Deep as the Ocean | Will Downing | 4:43 |
| 6 | Run Away Fall in Love | Will Downing | 4:51 |
| 7 | It's Real | Will Downing | 3:58 |
| 8 | Saving All My Love | Will Downing | 3:42 |
| 9 | Does Your Momma Know About Me | Will Downing | 4:23 |