| A1 | We’re Doing Alright Acoustic Guitar – Jim Maestro*, Marti* Bass, Finger Snaps, Organ, Vocals – Dixon* Drums, Percussion, Finger Snaps – Mickey Curry Electric Guitar – Ricky Byrd Vocals – Darlene Love, Nancy Jeffries (2) Written-By – Reed Nielsen Acoustic Guitar – Jim Maestro*, Marti* Bass, Finger Snaps, Organ, Vocals – Dixon* Drums, Percussion, Finger Snaps – Mickey Curry Electric Guitar – Ricky Byrd Vocals – Darlene Love, Nancy Jeffries (2) Written-By – Reed Nielsen | 4:12 | |
| A2 | Chance Of A Lifetime Acoustic Guitar – Marti* Acoustic Guitar, Vocals – Dixon* Bass – Rick Ford Drums – Gary Burke Electric Guitar – Vinnie Zummo Guitar [Solo] – Mitch Easter Vocals – Treva Spontaine Written-By – Dwight Twilley Acoustic Guitar – Marti* Acoustic Guitar, Vocals – Dixon* Bass – Rick Ford Drums – Gary Burke Electric Guitar – Vinnie Zummo Guitar [Solo] – Mitch Easter Vocals – Treva Spontaine Written-By – Dwight Twilley | 3:18 | |
| A3 | Be Myself Again Acoustic Guitar, Synthesizer – Marti* Drums – Robert Crenshaw Electric Guitar – Mitch Easter Electric Guitar, Piano, Acoustic Guitar, Vocals – Dixon* Twelve-String Guitar – Marshall Crenshaw Written-By – Don Dixon, Marti Jones Acoustic Guitar, Synthesizer – Marti* Drums – Robert Crenshaw Electric Guitar – Mitch Easter Electric Guitar, Piano, Acoustic Guitar, Vocals – Dixon* Twelve-String Guitar – Marshall Crenshaw Written-By – Don Dixon, Marti Jones | 3:40 | |
| A4 | Just A Memory Bass, Acoustic Guitar, Organ, Vocals – Dixon* Drums – Robert Crenshaw Electric Guitar – Marshall Crenshaw Guitar [Vibrato Guitar] – T-Bone Burnett Piano – Paul Carrack Vocals – Anne Richmond Boston Written-By – Elvis Costello Bass, Acoustic Guitar, Organ, Vocals – Dixon* Drums – Robert Crenshaw Electric Guitar – Marshall Crenshaw Guitar [Vibrato Guitar] – T-Bone Burnett Piano – Paul Carrack Vocals – Anne Richmond Boston Written-By – Elvis Costello | 4:11 | |
| A5 | Touch Tone | 3:21 | |
| A6 | Foolish Lies Acoustic Guitar – Marti* Bass, Organ [Talking Organ], Piano, Vocals – Dixon* Drums – Mickey Curry Electric Guitar, Guitar [Solo] – Vinnie Zummo Keyboards, Synthesizer – Richard Putnam Vocals – Anne Richmond Boston Written-By – Richard Barone Acoustic Guitar – Marti* Bass, Organ [Talking Organ], Piano, Vocals – Dixon* Drums – Mickey Curry Electric Guitar, Guitar [Solo] – Vinnie Zummo Keyboards, Synthesizer – Richard Putnam Vocals – Anne Richmond Boston Written-By – Richard Barone | 4:08 | |
| B1 | Inside These Arms Drums – Mickey Curry Electric Guitar – Mitch Easter, Vinnie Zummo Vocals – Anne Richmond Boston Written-By, Vocals, Bass, Synthesizer – Don Dixon Drums – Mickey Curry Electric Guitar – Mitch Easter, Vinnie Zummo Vocals – Anne Richmond Boston Written-By, Vocals, Bass, Synthesizer – Don Dixon | 5:01 | |
| B2 | Whenever You’re On My Mind Acoustic Guitar – Marti* Acoustic Guitar, Guitar [Vibrato] – Mitch Easter Bass – Rick Ford Drums – Gary Burke Electric Guitar – Vinnie Zummo Vocals – Treva Spontaine Vocals, Guitar [High String], Guitar [Backbeat] – Dixon* Written-By – Bill Teeley, Marshall Crenshaw Acoustic Guitar – Marti* Acoustic Guitar, Guitar [Vibrato] – Mitch Easter Bass – Rick Ford Drums – Gary Burke Electric Guitar – Vinnie Zummo Vocals – Treva Spontaine Vocals, Guitar [High String], Guitar [Backbeat] – Dixon* Written-By – Bill Teeley, Marshall Crenshaw | 3:11 | |
| B3 | Crusher Accordion – Vinnie Zummo Acoustic Bass – Jack Herrick Acoustic Guitar [Slide] – Frank Christian Electric Guitar – Mitch Easter Other [Broken Stick] – Dixon* Percussion [Chatan] – Aiyb Dieng Written-By – Liam Sternberg Accordion – Vinnie Zummo Acoustic Bass – Jack Herrick Acoustic Guitar [Slide] – Frank Christian Electric Guitar – Mitch Easter Other [Broken Stick] – Dixon* Percussion [Chatan] – Aiyb Dieng Written-By – Liam Sternberg | 4:01 | |
| B4 | It’s Too Late Bass, Guitar, Vocals, Piano [Tack] – Dixon* Drums – Robert Crenshaw Electric Guitar [Solo], Vocals – Marshall Crenshaw Handclaps – Ariel Warner Handclaps, Acoustic Guitar – Marti* Vocals – Richard Barone Written-By – John David Bass, Guitar, Vocals, Piano [Tack] – Dixon* Drums – Robert Crenshaw Electric Guitar [Solo], Vocals – Marshall Crenshaw Handclaps – Ariel Warner Handclaps, Acoustic Guitar – Marti* Vocals – Richard Barone Written-By – John David | 3:38 | |
| B5 | Soon I Will Be Gone Acoustic Guitar – Marti* Bass, Vocals – Dixon* Cello – Martin Loveday Drums – Terry Silverlight Guitar [Fuzz with Matamp] – Mitch Easter Guitar [Leslie] – Vinnie Zummo Viola – George Robertson Violin [1st] – Gavyn Wright Violin [2nd] – Wilfred Gibson* Vocals – Anne Richmond Boston Written-By – Andy Fraser, Paul Rodgers Acoustic Guitar – Marti* Bass, Vocals – Dixon* Cello – Martin Loveday Drums – Terry Silverlight Guitar [Fuzz with Matamp] – Mitch Easter Guitar [Leslie] – Vinnie Zummo Viola – George Robertson Violin [1st] – Gavyn Wright Violin [2nd] – Wilfred Gibson* Vocals – Anne Richmond Boston Written-By – Andy Fraser, Paul Rodgers | 3:00 | |
| B6 | Soul Love Acoustic Guitar – Marti* Bass, Piano, Vocals – Dixon* Drums – Terry Silverlight Electric Guitar – Vinnie Zummo Percussion [Chatan] – Aiyb Dieng Saxophone – Gary Barnacle Written-By – David Bowie Acoustic Guitar – Marti* Bass, Piano, Vocals – Dixon* Drums – Terry Silverlight Electric Guitar – Vinnie Zummo Percussion [Chatan] – Aiyb Dieng Saxophone – Gary Barnacle Written-By – David Bowie | 3:41 |
| A1 | We’re Doing Alright | 4:12 | |
| A2 | Chance Of A Lifetime | 3:18 | |
| A3 | Be Myself Again | 3:40 | |
| A4 | Just A Memory | 4:11 | |
| A5 | Touch Tone | 3:21 | |
| A6 | Foolish Lies | 4:08 | |
| B1 | Inside These Arms | 5:01 | |
| B2 | Whenever You’re On My Mind | 3:11 | |
| B3 | Crusher | 4:01 | |
| B4 | It’s Too Late | 3:38 | |
| B5 | Soon I Will Be Gone | 3:00 | |
| B6 | Soul Love | 3:41 |
