Carl Carlton's follow-up to his gold self-titled LP (which included "She's a Bad Mama Jama") was mostly produced by David Rubinson and Narada Michael Walden with the focus being squarely on the funk. A pulsating cover of The Four Tops' "Baby I Need Your Loving" was a Top 20 R&B hit. Its feel is similar to Billy Ocean's "When the Going Gets Tough, the Tough Get Going.

Tracklist:
A1 Baby, I Need Your Loving
A2 Dance With You
A3 Fooled Myself Again
A4 Everyone Can Be A Star
B1 Swing That Sexy Thang
B2 Groovin'
B3 Just One Kiss
B4 Under The Boardwalk