| A1 | | Fun Time Baritone Saxophone – Leroy Cooper Bass – Howie Hersh Drums – John Riley (2) Guitar – Cliff Goodwin, Mitch Chakour Piano [Acoustic], Clavinet – Barry E. Beckett* Soloist, Tenor Saxophone – Gary Brown (2) Tenor Saxophone – David "Fathead" Newman Trumpet – Marcus Belgrave, Philip Guilbeau* Written-By – Allen Toussaint | 2:36 |
| A2 | | Watching The River Flow Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Drums – Stephen Gadd* Electric Piano [Fender Rhodes] – Allen Toussaint Guitar – Cornell Dupree Piano [Acoustic] – Richard Tee Slide Guitar, Lead Guitar – Pete Carr Soloist, Tenor Saxophone – 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) Electric Piano [Fender Rhodes] – Allen Toussaint Electric Piano [Fender Rhodes], Organ, Synthesizer [Mini Moog & String Ensemble] – Barry E. Beckett* Guitar – Cliff Goodwin, Pete Carr Piano [Acoustic] – Mitch Chakour Soloist, Tenor Saxophone – Bobby Keys Written-By – Phil Driscoll | 3:50 |
| A4 | | A Whiter Shade Of Pale Bass – David Hood Drums – Roger Hawkins Electric Piano [Fender Rhodes] – Randy McCormick Lead Guitar – Larry Byrom Organ – Billy Preston Piano [Acoustic], Synthesizer [Mini Moog, String Ensemble] – Barry E. Beckett* 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, George Terry, 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 Electric Piano [Fender Rhodes] – Dr. John Guitar – Cornell Dupree Organ – Allen Toussaint Piano [Acoustric] – Richard Tee 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 Electric Piano [Fender Rhodes] – Randy McCormick Lead Guitar – Larry Byrom Piano [Acoustic] – Barry E. Beckett* Rhythm Guitar – Jimmy R. Johnson* Soloist, Trumpet – Clyde Kerr* Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Barbara George | 3:06 |
| B2 | | What You Did To Me Last Night Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Drums – Bernard Purdie Electric Piano [Fender Rhodes] – Allen Toussaint Guitar – Cornell Dupree Organ – Dr. John Piano [Acoustic] – Richard Tee 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* Electric Piano [Fender Rhodes] – Donny Hathaway Guitar – Cornell Dupree Piano [Acoustic] – Richard Tee Soloist, Tenor Saxophone – Harvey Thompson Tenor Saxophone – David "Fathead" Newman Trumpet – Marcus Belgrave, Philip Guilbeau* Written-By – Doug Flett, Guy Fletcher (2) | 4:45 |
| B4 | | Wasted Years Bass – Chuck Rainey Drums – Stephen Gadd* Electric Piano [Fender Rhodes] – Richard Tee Guitar – Cornell Dupree, Joey Murcia Lead Guitar – Pete Carr Piano [Acoustic] – Donny Hathaway Written-By – Phil Driscoll | 4:45 |
| B5 | | I Heard It Through The Grapevine Baritone Saxophone – Ronnie Eades* Bass – Rick Danko Clavinet – Randy McCormick Drums – Roger Hawkins Lead Guitar – Pete Carr Organ – Billy Preston Piano [Acoustic] – Barry E. Beckett* Rhythm Guitar – Jimmy R. Johnson* Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Barrett Strong, Norman Whitfield | 4:30 |
