| A1 | | Don't Let GoArranged By [Vocal] – The Manhattan Transfer Drums – Roy Markowitz Organ – Paul Griffin Percussion – Bobbye Hall Porter Tenor Saxophone – Michael Brecker Trumpet – Randy Brecker Written-By – Jesse Stone Arranged By [Vocal] – The Manhattan Transfer Drums – Roy Markowitz Organ – Paul Griffin Percussion – Bobbye Hall Porter Tenor Saxophone – Michael Brecker Trumpet – Randy Brecker Written-By – Jesse Stone | 2:45 |
| A2 | | Zindy LouDrums – Jim Keltner, Ringo Starr Percussion – Doug Throngren Piano – Dr. John Written-By – Eddie Smith (5), Johnny Moore (3) Drums – Jim Keltner, Ringo Starr Percussion – Doug Throngren Piano – Dr. John Written-By – Eddie Smith (5), Johnny Moore (3) | 2:50 |
| A3 | | Chanson D'AmourAccordion – Steve Paietta Drums – Jim Gordon Guitar – Ben Benay Piano – John Barnes Soloist, Tenor Saxophone – Jay Migliori Written-By – Wayne Shanklin Accordion – Steve Paietta Drums – Jim Gordon Guitar – Ben Benay Piano – John Barnes Soloist, Tenor Saxophone – Jay Migliori Written-By – Wayne Shanklin | 2:55 |
| A4 | | HelplessArranged By [Vocal] – Laurel Massé Drums – Rick Shlosser Percussion – Ralph MacDonald Piano – Clarence MacDonald* Soloist, Baritone Saxophone – Jackie Kelso Written-By – E. Holland, L. Dozier & B. Holland* Arranged By [Vocal] – Laurel Massé Drums – Rick Shlosser Percussion – Ralph MacDonald Piano – Clarence MacDonald* Soloist, Baritone Saxophone – Jackie Kelso Written-By – E. Holland, L. Dozier & B. Holland* | 3:07 |
| A5 | | Scotch And SodaArranged By [Vocal] – Ira Newborn Drums – Jim Nelson (2) Piano – Bill Payne, Roger Steinman Written-By – Dave Guard Arranged By [Vocal] – Ira Newborn Drums – Jim Nelson (2) Piano – Bill Payne, Roger Steinman Written-By – Dave Guard | 2:59 |
| A6 | | The Speak Up Mambo (Cuentame)Bongos, Cowbell – Johnny Rodriguez Congas – Ralph MacDonald Drums – Roy Markowitz Piano, Arranged By – Arthur Jenkins, Jr.* Timbales – Nick Marrero* Written-By – Al Castellanos Bongos, Cowbell – Johnny Rodriguez Congas – Ralph MacDonald Drums – Roy Markowitz Piano, Arranged By – Arthur Jenkins, Jr.* Timbales – Nick Marrero* Written-By – Al Castellanos | 3:05 |
| B1 | | Poinciana (The Song Of The Tree)Adapted By [Conceived By] – Alan Paul, Tim Hauser Drums – David Kemper Guitar – Bob Bowles* Percussion – Bobbye Hall Porter Piano – Bill Payne Soloist, Soprano Saxophone – Michael Brecker Written-By – Buddy Bernier, Nat Simon Adapted By [Conceived By] – Alan Paul, Tim Hauser Drums – David Kemper Guitar – Bob Bowles* Percussion – Bobbye Hall Porter Piano – Bill Payne Soloist, Soprano Saxophone – Michael Brecker Written-By – Buddy Bernier, Nat Simon | 4:11 |
| B2 | | S.O.S.Drums – Jim Keltner, Ringo Starr Piano – Clarence MacDonald* Soloist, Tenor Saxophone – Jackie Kelso Written-By – Gerry Shury, Phillip Swern Drums – Jim Keltner, Ringo Starr Piano – Clarence MacDonald* Soloist, Tenor Saxophone – Jackie Kelso Written-By – Gerry Shury, Phillip Swern | 3:10 |
| B3 | | Popsicle ToesArranged By [Vocal] – Ira Newborn Drums – Jim Gordon Piano, Clavinet – Dave Frishberg Rhythm Guitar – Bob Bowles* Written-By – Michael Franks Arranged By [Vocal] – Ira Newborn Drums – Jim Gordon Piano, Clavinet – Dave Frishberg Rhythm Guitar – Bob Bowles* Written-By – Michael Franks | 4:16 |
| B4 | | It Wouldn't Have Made Any DifferenceArranged By [Vocal] – Laurel Massé Autoharp [Electric] – Ira Newborn Congas – Bobbye Hall Porter Drums – David Kemper Piano – Bill Payne Rhythm Guitar – Bob Bowles* Written-By – Todd Rundgren Arranged By [Vocal] – Laurel Massé Autoharp [Electric] – Ira Newborn Congas – Bobbye Hall Porter Drums – David Kemper Piano – Bill Payne Rhythm Guitar – Bob Bowles* Written-By – Todd Rundgren | 3:30 |
| B5 | | The Thought Of Loving YouArranged By [Vocal] – Alan Paul Drums – Rick Shlosser Percussion – Ralph MacDonald Piano – Mike Melvoin Written-By – David White (5) Arranged By [Vocal] – Alan Paul Drums – Rick Shlosser Percussion – Ralph MacDonald Piano – Mike Melvoin Written-By – David White (5) | 2:56 |