01. Book Faded Brown (Paul Jost) 04:13
02. Don’t Wait (The Band, Kevin Doherty, Levon Helm) 04:21
03. Last Train To Memphis (The Band, Bobby Charles, Helm) 03:56
04. High Cotton (Rick Danko, Helm, Tom Pacheco) 03:25
05. Kentucky Downpour (The Band, Marty Grebb, Helm) 04:32
06. Bound By Love (John Hiatt) 03:22
07. White Cadillac (Ode to Ronnie Hawkins) (Randy Ciarlante, Helm, Jim Weider) 03:39
08. If I Should Fail (Rick Danko, Pacheco) 03:58
09. Spirit Of The Dance (Ciarlante, Danko, Helm, Weider) 05:07
10. You See Me (Allen Toussaint) 04:36
11. French Girls (Garth Hudson) 02:06

Rick Danko – acoustic, electric and double-bass, acoustic guitar, vocals
Levon Helm – drums, percussion, harmonica, mandolin, vocals
Garth Hudson – keyboards, organ, accordion, piano, synthesizers, vocoder, soprano, alto and tenor saxophones, percussion
Randy Ciarlante – drums, percussion, vocals
Jim Weider – guitars, mandolin, dobro, vocals
Richard Bell – keyboards, organ, piano, vocals

Aaron Hurwitz – Producer, engineer, piano, organ, accordion, backing vocals
Tom Malone – trombone, trumpet, tenor and baritone saxophone
Eric Clapton – guitars
John Hiatt – high-string guitar, vocals
Tom Pacheco – guitar, vocals
Bobby Charles – percussion, backing vocals
Marie Spinosa – percussion, backing vocals
Marty Grebb – keyboards, backing vocals
Jim Eppard – tenor guitar, mandolin
Mike Dunn – bass guitar
Kevin Doherty – backing vocals
Amy Helm – backing vocals
Maud Hudson – backing vocals