| A1 | | Squeeze Me Alto Saxophone – Bud Shank Arranged By, Conductor – Benny Carter Baritone Saxophone – Shahib Shihab* Bass – Ray Brown Drums – Paul Humphrey Guitar – John Collins (2) Piano – Roger Kellaway Tenor Saxophone, Soloist – Plas Johnson Trombone – George Bohannon* Trumpet – Harry "Sweets" Edison*, Snooky Young Written-By – Clarence Williams, Thomas Waller* Alto Saxophone – Bud Shank Arranged By, Conductor – Benny Carter Baritone Saxophone – Shahib Shihab* Bass – Ray Brown Drums – Paul Humphrey Guitar – John Collins (2) Piano – Roger Kellaway Tenor Saxophone, Soloist – Plas Johnson Trombone – George Bohannon* Trumpet – Harry "Sweets" Edison*, Snooky Young Written-By – Clarence Williams, Thomas Waller* | 3:21 |
| A2 | | Gringo En Mexico Arranged By [Strings] – Nick DeCaro Backing Vocals – Greg Prestopino, Linda Ronstadt Bass – John Kahn Drums – Jim Gordon Guitar – Dennis Budimer*, Greg Prestopino, Lowell George Percussion – Emil Richards, Milt Holland Requinto Guitar – Tom Tedesco* Trumpet – Jose Ordaz Durante, Rosendo Cervantes Written-By – Wendy Waldman Arranged By [Strings] – Nick DeCaro Backing Vocals – Greg Prestopino, Linda Ronstadt Bass – John Kahn Drums – Jim Gordon Guitar – Dennis Budimer*, Greg Prestopino, Lowell George Percussion – Emil Richards, Milt Holland Requinto Guitar – Tom Tedesco* Trumpet – Jose Ordaz Durante, Rosendo Cervantes Written-By – Wendy Waldman | 3:17 |
| A3 | | Cool River Backing Vocals – Anna McGarrigle, Kate McGarrigle Mandolin – David Grisman Piano – Spooner Oldham Violin, Viola, Arranged By [Strings] – Larry Packer (2) Written-By – Anna McGarrigle Backing Vocals – Anna McGarrigle, Kate McGarrigle Mandolin – David Grisman Piano – Spooner Oldham Violin, Viola, Arranged By [Strings] – Larry Packer (2) Written-By – Anna McGarrigle | 2:51 |
| A4 | | I'm A Woman Acoustic Guitar – David Nichtern Arranged By – Paul Riser Backing Vocals – Bobby King, Greg Prestopino, Terry Lee Evans* Bass – John Kahn Drums – Jim Gordon Electric Guitar – Amos Garrett Harmonica – Paul Butterfield Percussion – Bobbye Hall Porter, Milt Holland Piano – Paul Harris (2) Written-By – Jerry Leiber/Mike Stoller* Acoustic Guitar – David Nichtern Arranged By – Paul Riser Backing Vocals – Bobby King, Greg Prestopino, Terry Lee Evans* Bass – John Kahn Drums – Jim Gordon Electric Guitar – Amos Garrett Harmonica – Paul Butterfield Percussion – Bobbye Hall Porter, Milt Holland Piano – Paul Harris (2) Written-By – Jerry Leiber/Mike Stoller* | 4:07 |
| A5 | | Sweetheart Alto Saxophone, Clarinet – Abe Most Arranged By, Conductor – Benny Carter Baritone Saxophone – Shahib Shihab* Bass – Ray Brown Drums – Paul Humphrey Guitar – John Collins (2) Piano – Roger Kellaway Tenor Saxophone – Plas Johnson Trombone – George Bohannon* Trumpet – Harry "Sweets" Edison*, Snooky Young Written-By – Ken Burgan Alto Saxophone, Clarinet – Abe Most Arranged By, Conductor – Benny Carter Baritone Saxophone – Shahib Shihab* Bass – Ray Brown Drums – Paul Humphrey Guitar – John Collins (2) Piano – Roger Kellaway Tenor Saxophone – Plas Johnson Trombone – George Bohannon* Trumpet – Harry "Sweets" Edison*, Snooky Young Written-By – Ken Burgan | 3:04 |
| B1 | | Honey Babe Blues Bass – John Kahn Drums – Jim Gordon Guitar – Doc Watson, Merle Watson Guitar [Hawaiian] – David Lynley* Mandolin – David Grisman Written-By – Clarence Ashley Bass – John Kahn Drums – Jim Gordon Guitar – Doc Watson, Merle Watson Guitar [Hawaiian] – David Lynley* Mandolin – David Grisman Written-By – Clarence Ashley | 3:01 |
| B2 | | If You Haven't Any Way Acoustic Guitar – David Nichtern Arranged By – Paul Riser Backing Vocals – Bobby King, Greg Prestopino, Terry Lee Evans* Bass – Freebo Drums – Jim Gordon Electric Guitar – Amos Garrett Harmonica – Paul Butterfield Percussion – Bobbye Hall Porter Piano – Jeff Gutcheon Written-By – Skip James Acoustic Guitar – David Nichtern Arranged By – Paul Riser Backing Vocals – Bobby King, Greg Prestopino, Terry Lee Evans* Bass – Freebo Drums – Jim Gordon Electric Guitar – Amos Garrett Harmonica – Paul Butterfield Percussion – Bobbye Hall Porter Piano – Jeff Gutcheon Written-By – Skip James | 2:43 |
| B3 | | Oh Papa Acoustic Guitar – David Nichtern Arranged By – Geoff Muldaur Bass – Red Callender Drums – Earl Palmer Electric Guitar – Amos Garrett Piano – Mark Jordan Written-By – David Nichtern Acoustic Guitar – David Nichtern Arranged By – Geoff Muldaur Bass – Red Callender Drums – Earl Palmer Electric Guitar – Amos Garrett Piano – Mark Jordan Written-By – David Nichtern | 3:16 |
| B4 | | It Ain't The Meat It's The Motion Alto Saxophone, Clarinet – Abe Most Arranged By, Conductor – Benny Carter Baritone Saxophone – Shahib Shihab* Bass – Ray Brown Drums – Paul Humphrey Guitar – John Collins (2) Piano – Roger Kellaway Tenor Saxophone – Plas Johnson Trombone – George Bohannon* Trumpet – Harry "Sweets" Edison*, Snooky Young Written-By – Henry Glover, Lois Mann Alto Saxophone, Clarinet – Abe Most Arranged By, Conductor – Benny Carter Baritone Saxophone – Shahib Shihab* Bass – Ray Brown Drums – Paul Humphrey Guitar – John Collins (2) Piano – Roger Kellaway Tenor Saxophone – Plas Johnson Trombone – George Bohannon* Trumpet – Harry "Sweets" Edison*, Snooky Young Written-By – Henry Glover, Lois Mann | 2:58 |
| B5 | | Brickyard Blues Arranged By – Jerry Jumonville, Mac Rebennack Backing Vocals – Bobby King, Ellen Kearney, Greg Prestopino, Terry Lee Evans* Bass – John Kahn Drums – Fred Staeble* Electric Guitar – Amos Garrett, Alvin Bishop* Percussion – Milt Holland Piano [Tack] – James Booker Piano, Marimba – Mac Rebennack Written-By – Allen Toussaint Arranged By – Jerry Jumonville, Mac Rebennack Backing Vocals – Bobby King, Ellen Kearney, Greg Prestopino, Terry Lee Evans* Bass – John Kahn Drums – Fred Staeble* Electric Guitar – Amos Garrett, Alvin Bishop* Percussion – Milt Holland Piano [Tack] – James Booker Piano, Marimba – Mac Rebennack Written-By – Allen Toussaint | 4:33 |
| B6 | | Travelin' Shoes Vocals – Amos Garrett, Greg Prestopino, Kate McGarrigle Written-By – Traditional Vocals – Amos Garrett, Greg Prestopino, Kate McGarrigle Written-By – Traditional | 2:24 |
