| A1 | Worrisome Heart Bass – Ken Pendergast Drums – Charlie Patierno Guitar, Vocals [Vox] – Melody Gardot Organ [Hammond B3] – Joel Bryant Piano – Dave Posmontier Tenor Saxophone – Ron Kerber Trumpet – Matt Cappy | 4:21 | |
| A2 | All That I Need Is Love Bass – Ken Pendergast Clarinet – Ron Kerber Drums – Charlie Patierno Electric Piano [Rhodes] – Joel Bryant Guitar – Jef Lee Johnson Vocals – Melody Gardot | 2:36 | |
| A3 | Gone Guitar, Vocals [Vox] – Melody Gardot Lap Steel Guitar – Mike Brenner Organ [Wurlitzer] – Joel Bryant Violin – Diane Monroe | 2:51 | |
| A4 | Sweet Memory | 3:22 | |
| A5 | Some Lessons Bass – Ken Pendergast Cello – Krista Nielsen Dobro – Kurt Johnson (2) Drums – Charlie Patierno Guitar – Jef Lee Johnson Guitar, Vocals [Vox] – Melody Gardot | 5:23 | |
| B1 | Quiet Fire Bass – Ken Pendergast Drums – Charlie Patierno Guitar, Vocals [Vox] – Melody Gardot Organ [Hammond B3] – Joel Bryant Piano – Dave Posmontier Tenor Saxophone – Ron Kerber Trumpet – Matt Cappy | 4:13 | |
| B2 | One Day Guitar, Vocals [Vox] – Melody Gardot Trumpet – Stan Slotter | 2:02 | |
| B3 | Love Me Like A River Does Bass – Ken Pendergast Drums – Charlie Patierno Piano, Vocals [Vox] – Melody Gardot Trumpet – Matt Cappy | 4:06 | |
| B4 | Goodnite Bass – Paul Klinefelter Drums – Charlie Patierno Guitar – Barney McKenna Guitar, Vocals [Vox], Piano – Melody Gardot Lap Steel Guitar – Mike Brenner Trumpet – Patrick Hughes (2) | 3:04 | |
| B5 | Twilight | 1:01 |
| A1 | Worrisome Heart | 4:21 | |
| A2 | All That I Need Is Love | 2:36 | |
| A3 | Gone | 2:51 | |
| A4 | Sweet Memory | 3:22 | |
| A5 | Some Lessons | 5:23 | |
| B1 | Quiet Fire | 4:13 | |
| B2 | One Day | 2:02 | |
| B3 | Love Me Like A River Does | 4:06 | |
| B4 | Goodnite | 3:04 | |
| B5 | Twilight | 1:01 |
