| 1 | Midnight Lady | 5:17 | |
| 2 | Sexual Healing
Backing Vocals – Harvey Fuqua
Drums, Electric Piano [Fender Rhodes], Synthesizer, Organ, Bells [Orchestra], Glockenspiel, Bells, Finger Cymbals, Bongos, Congas, Backing Vocals – Marvin Gaye
Guitar, Backing Vocals – Gordon Banks
Written-By – David Ritz, Odell Brown
Backing Vocals – Harvey Fuqua
Drums, Electric Piano [Fender Rhodes], Synthesizer, Organ, Bells [Orchestra], Glockenspiel, Bells, Finger Cymbals, Bongos, Congas, Backing Vocals – Marvin Gaye
Guitar, Backing Vocals – Gordon Banks
Written-By – David Ritz, Odell Brown
|
3:59 | |
| 3 | Rockin’ After Midnight
Alto Saxophone, Soloist, Tenor Saxophone, Soloist – Joel Peskin
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone [Vibes], Bells [Orchestra], Finger Snaps, Bongos, Tambourine – Marvin Gaye
Guitar – Gordon Banks
Alto Saxophone, Soloist, Tenor Saxophone, Soloist – Joel Peskin
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone [Vibes], Bells [Orchestra], Finger Snaps, Bongos, Tambourine – Marvin Gaye
Guitar – Gordon Banks
|
6:03 | |
| 4 | ‘Til Tomorrow | 4:58 | |
| 5 | Turn On Some Music
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone [Vibes], Bells [Orchestra], Glockenspiel – Marvin Gaye
Guitar – Gordon Banks
Drums, Electric Piano [Fender Rhodes], Synthesizer, Vibraphone [Vibes], Bells [Orchestra], Glockenspiel – Marvin Gaye
Guitar – Gordon Banks
|
5:08 | |
| 6 | Third World Girl
Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass], Organ – Marvin Gaye
Guitar, Bass, Drums – Gordon Banks
Harmonica, Soloist – Bobby Stern
Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass], Organ – Marvin Gaye
Guitar, Bass, Drums – Gordon Banks
Harmonica, Soloist – Bobby Stern
|
4:35 | |
| 7 | Joy
Drums, Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass] – Marvin Gaye
Guitar, Bass – Gordon Banks
Tenor Saxophone, Soloist – Bobby Stern
Drums, Electric Piano [Fender Rhodes], Synthesizer, Synthesizer [Bass] – Marvin Gaye
Guitar, Bass – Gordon Banks
Tenor Saxophone, Soloist – Bobby Stern
|
4:23 | |
| 8 | My Love Is Waiting
Drums, Guitar, Bass, Electric Piano [Fender Rhodes], Written-By – Gordon Banks
Synthesizer, Organ – Marvin Gaye
Drums, Guitar, Bass, Electric Piano [Fender Rhodes], Written-By – Gordon Banks
Synthesizer, Organ – Marvin Gaye
|
5:08 | |
| Bonus Track | |||
| 9 | Rockin’ After Midnight (Instrumental) | 7:00 |
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