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| A1 | Fun Time Alto Saxophone – Hank Crawford Baritone Saxophone – Leroy Cooper Bass – Howie Hersh Drums – John Riley (2) Guitar – Cliff Goodwin, Mitch Chakour Piano [Acoustic], Clavinet – Barry E. Beckett* Tenor Saxophone – David „Fathead” Newman Tenor Saxophone [Solo] – Gary Brown (2) Trumpet – Marcus Belgrave, Philip Guilbeau* Written-By – Allen Toussaint | 2:36 | |
| A2 | Watching The River Flow Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Guitar – Cornell Dupree Guitar [Slide & Lead] – Pete Carr Piano [Acoustic] – Richard Tee Piano [Fender Rhodes] – Allen Toussaint Tenor Saxophone [Solo] – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Bob Dylan | 3:12 | |
| A3 | Boogie Baby Bass – Howie Hersh Drums – John Riley (2) Guitar – Cliff Goodwin, Pete Carr Piano [Acoustic] – Mitch Chakour Piano [Fender Rhodes] – Allen Toussaint Piano [Fender Rhodes], Organ, Synthesizer [Mini Moog], Other [String Ensemble] – Barry E. Beckett* Tenor Saxophone [Solo] – Bobby Keys Written-By – Phil Driscoll | 3:50 | |
| A4 | A Whiter Shade Of Pale Bass – David Hood Drums – Roger Hawkins Lead Guitar – Larry Byrom Organ – Billy Preston Piano [Acoustic], Synthesizer [Mini Moog], Other [String Ensemble] – Barry E. Beckett* Piano [Fender Rhodes] – Randy McCormick Rhythm Guitar – Jimmy R. Johnson* Written-By – Gary Brooker, Keith Reid | 5:22 | |
| A5 | I Can’t Say No Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Drums – Stephen Gadd* Guitar – Cornell Dupree, Joey Murcia Harmonica – Joe Cocker Organ, Clavinet – Allen Toussaint Piano [Acoustic] – Richard Tee Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Daniel Moore, John Bettis | 2:49 | |
| A6 | Southern Lady Bass – Chuck Rainey Drums – Bernard Purdie Guitar – Cornell Dupree Organ – Allen Toussaint Piano [Acoustic] – Richard Tee Piano [Fender Rhodes] – Dr. John Written-By – Phil Driscoll | 3:13 | |
| B1 | I Know (You Don’t Want Me No More) Baritone Saxophone – Ronnie Eades* Bass – David Hood Drums – Roger Hawkins Lead Guitar – Larry Byrom Piano [Acoustic] – Barry E. Beckett* Piano [Fender Rhodes] – Randy McCormick Rhythm Guitar – Jimmy R. Johnson* Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Trumpet [Solo] – Clyde Kerr* Written-By – Barbara George | 3:06 | |
| B2 | What You Did To Me Last Night Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Drums – Bernard Purdie Guitar – Cornell Dupree Organ – Dr. John Piano [Acoustic] – Richard Tee Piano [Fender Rhodes] – Allen Toussaint Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Bettye Crutcher | 3:25 | |
| B3 | Lady Put The Light Out Alto Saxophone – Hank Crawford Baritone Saxophone – Leroy Cooper Bass – Chuck Rainey Drums – Stephen Gadd* Guitar – Cornell Dupree Piano [Acoustic] – Richard Tee Piano [Fender Rhodes] – Donny Hathaway Tenor Saxophone – David „Fathead” Newman Tenor Saxophone [Solo] – Harvey Thompson Trumpet – Marcus Belgrave, Philip Guilbeau* Written-By – Guy Fletcher/Doug Flett* | 4:45 | |
| B4 | Wasted Years Bass – Chuck Rainey Drums – Stephen Gadd* Guitar – Cornell Dupree, Joey Murcia Lead Guitar – Pete Carr Piano [Acoustic] – Donny Hathaway Piano [Fender Rhodes] – Richard Tee Written-By – Phil Driscoll | 4:45 | |
| B5 | I Heard It Through The Grapevine |
