Third studio album by the American singer-songwriter. The album comprises ballads primarily written by Carey and Walter Afanasieff, with whom she had previously worked on Emotions (1991), and a few urban dance tracks. The album features the worldwide chart-topping singles 'Dreamlover', 'Hero' and 'Without You'.

Side A:

1. Dreamlover - 3:53

2. Hero - 4:19

3. Anytime You Need A Friend - 4:26

4. Music Box - 4:57

5. Now That I Know - 4:19

Side B:

1. Never Forget You - 3:46

2. Without You - 3:36

3. Just To Hold You Once Again - 3:59

4. I've Been Thinking About You - 4:48

5. All I've Ever Wanted - 3:52

6. Everything Fades Away - 5:27