- "Ben" (Black/Scharf)
- "The Greatest Show on Earth" (Larson/Marcellino)
- "People Make the World Go Round" (Bell/Creed) (as originally performed by The Stylistics)
- "We've Got a Good Thing Going" (The Corporation)
- "Everybody's Somebody's Fool" (Adams/Hampton) (as originally performed by The Heartbeats)
- "My Girl" (Robinson/White) (as originally performed by The Temptations)
- "What Goes Around Comes Around" (Levinsky/Stokes/Meyers/Weatherspoon)
- "In Our Small Way" (Verdi/Yarian)
- "Shoo-Be-Doo-Be-Doo-Da-Day" (Cosby/Moy/Wonder) (as originally performed by Stevie Wonder)
- "You Can Cry On My Shoulder" (as originally performed by Brenda Holloway) (Gordy)
The album sold on the strength of Jackson's first number-one pop single with the title track and was named as the album title to help boost up album sales. None of the other songs from the album were issued as singles and one of the songs, "In Our Small Way", originally issued on Got to Be There, was featured on this album.
The original release of Ben's cover art contained Michael and a large army of rats near the bottom of the cover. However, Motown feared that the rats would scare some of the children from having their parents buy the album, and later pressings contained Michael without the rats. The original cover is now a rarity.