| Robert Parissi | - | lead guitar, lead vocals |
| Allen Wentz | - | bass, synthesizer, vocals |
| Ronald Beitle | - | drums, vocals |
| Bryan Bassett | - | lead guitar, vocals |
| Note: Mark Avsec is credited with piano and synthesizer on tracks 2 & 5. | ||
| 1) | PLAY THAT FUNKY MUSIC (R. Parissi) | |
| 2) | THE LADY WANTS YOUR MONEY (R. Parissi) | |
| 3) | 99 1/2 (W. Pickett, S. Cropper) | |
| 4) | DON'T GO NEAR THE WATER (R. Parissi)
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| 5) | NOWHERE TO RUN (Holland, Dozier, Holland) | |
| 6) | I FEEL SANCTIFIED (J. Bowen, B. Miller & The Commodores) | |
| 7) | HOLD ON (R. Parissi) | |
| 8) | GET IT UP (R. Parissi) | |
| 9) | WHAT IN THE FUNK DO YOU SEE (R. Parissi) |