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| 1. | CHESAPEAKE 4:37, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 2. | FUNKY JONES 3:23, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 3. | WINDING DOWN 5:41, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 4. | CEMETERY ROSE 3:46, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 5. | JUDIE'S SONG 5:09, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 6. | ON OUR WAY 6:01, Writer - Kevin Madill | |
| 7. | COUNT V 4:07, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 8. | YOUR SMILE GETS IN THE WAY 4:21, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI | |
| 9. | JUST BEFORE DAWN 4:21, Writer - Mickey Basil, Publisher - Mickey Basil Music, BMI |
All songs composed and arranged by Mickey Basil (except 'On Our Way', composed by Kevin Madill arranged by Kevin Madill and Mickey Basil)
MUSICIANS:Mickey Basil : Grand Piano, Synths, Percussion
Stan Lassiter: Guitar
Kenny Jones: Guitar on 'Chesapeake'
Roy Vogt: Bass
Craig Nelson: Bass
Dale Armstrong: Drums and Percussion
Tom Rhody: Percussion
Kevin Madill: Synths
Produced by Tom Woodward, Pat Patrick and Mickey Basil
Recorded at Grand Central Studio Nashville, TN