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A1 Come Upstairs
Backing Vocals – Carly Simon
Bass – Tony Levin
Drums – Steve Gadd
Electric Guitar – Pete Hewlett*
Electric Piano – Billy Mernit
Lead Guitar – Sid McGinnis
Piano, Synthesizer [Oberheim] – Mike Mainieri
Programmed By, Synthesizer [Obx, Oberheim Programming] – Ed Walsh
Synthesizer [Prophet 5] – Ken Landrum*
4:18
A2 Stardust
Backing Vocals – Carly Simon, James Taylor (2)
Bass – Tony Levin
Drums – Rick Marotta
Electric Guitar – Pete Hewlett*
Lead Guitar, Soloist – Sid McGinnis
Programmed By [Oberheim 8 Voice] – Ed Walsh
Synthesizer [Prophet 5, Obx] – Mike Mainieri
4:13
A3 Them
Backing Vocals – Alex Taylor (4), Carly Simon, Christine Martin, Hugh Taylor, James Taylor (2), Laraine Newman, Mariah Aguiar, Mike Mainieri, Sid McGinnis
Bass – Tony Levin
Drums – Rick Marotta
Electric Guitar, Backing Vocals – Pete Hewlett*
Lead Guitar – Sid McGinnis
Synthesizer – Larry Fast
Synthesizer [Yamaha Cp3o] – Mike Mainieri
3:44
A4 Jesse
Acoustic Guitar – Carly Simon
Backing Vocals – Alex Taylor (4), Carly Simon, Gail Boggs, Hugh Taylor, James Taylor (2), Sarah Maria Taylor*
Backing Vocals, Acoustic Guitar – Pete Hewlett*
Backing Vocals, Slide Guitar [Electric] – Sid McGinnis
Bass – Tony Levin
Drums – Rick Marotta
Piano – Don Grolnick
Acoustic Guitar – Carly Simon
4:15
A5 James
Cello – James Grossman
Drums – Rick Marotta
Electric Bass [Fretless] – Tony Levin
Piano – Mike Mainieri
2:28
B1 In Pain
Bass – Tony Levin
Drums – Rick Marotta
Electric Guitar – Pete Hewlett*
Guitar, Soloist – Sid McGinnis
Written-By, Piano – Don Grolnick
6:10
B2 The Three Of Us In The Dark
Backing Vocals – Carly Simon
Bass – Tony Levin
Drums – Rick Marotta
Electric Guitar – Sid McGinnis
Piano – Mike Mainieri
4:14
B3 Take Me As I Am
Acoustic Guitar – Pete Hewlett*
Backing Vocals – Carly Simon
Bass – Tony Levin
Drums – Rick Marotta
Electric Guitar – Sid McGinnis
Piano, Synthesizer – Mike Mainieri
Programmed By, Synthesizer [Oberheim Programming] – Ed Walsh
Written-By – Sid McGinnis
4:50
B4 The Desert
Backing Vocals – Carly Simon
Drums – Rick Marotta
Electric Bass [Fretless] – Tony Levin
Electric Guitar, Acoustic Guitar, Twelve-String Guitar – Sid McGinnis
Electric Piano – Billy Mernit
Piano, Synthesizer, Marimba – Mike Mainieri
4:44
