01. Variations On A Theme By Erik Satie (1st And 2nd Movements) 2.34
02. Smiling Phases 5.09
03. Sometimes In Winter 3.09
04. More And More 3.05
05. And When I Die 4.04
06. God Bless The Child 6.01
07. Spinning Wheel 4.07
08. You’ve Made Me So Very Happy 4.17
09. Blues – Part II 11.44
10. Variations On A Theme By Erik Satie (1st Movement) 1.39

Personnel:
David Clayton-Thomas – lead vocals
Lew Soloff – trumpet, flugelhorn
Bobby Colomby – drums, percussion, vocals
Jim Fielder – bass
Dick Halligan – organ, piano, flute, trombone, vocals
Steve Katz – guitar, harmonica, vocals, lead vocals on «Sometimes In Winter»
Fred Lipsius – alto saxophone, piano
Chuck Winfield – trumpet, flugelhorn
Jerry Hyman – trombone, recorder