“Caldonia” (Fleecie Moore) – 4:01
“Blue Shadows” (Lloyd Glenn) – 5:11
“Alexis Boogie” (Alexis Korner) – 3:30
“We Can’t Agree” (Wilhelmina Gray, Louis Jordan) – 4:48
“Ghetto Woman” (Dave Clark, B.B. King) – 5:15
“Wet Hayshark” (Gary Wright) – 2:29
“Part-Time Love” (Clay Hammond) – 3:17
“The Power of the Blues” (Pete Wingfield) – 2:23
“Ain’t Nobody Home” (Jerry Ragovoy) – 3:09
“May I Have A Talk With You” – 3:51

Musicos
B. B. King – lead guitar, vocals
Ringo Starr – drums
Peter Green – guitar
Alexis Korner – guitar
Jim Price – trumpet, trombone, electric piano
Bobby Keys – tenor saxophone
Gary Wright – piano, organ
Klaus Voorman – bass
Duster Bennett – harmonica
Steve Marriott – harmonica
Greg Ridley – bass
Jerry Shirley – drums
Pete Wingfield – piano
Paul Butler – guitar
John Best – bass
Jim Gordon – drums
Bill Perkins – baritone saxophone, clarinet
Ollie Mitchell – trumpet
Chuck Findley – trombone
Jim Keltner – drums
Mac Rebennack (Dr John) – keyboards
Barry Ford – drums
Rick Wright (Not of Pink Floyd fame) – keyboards
David Spinozza – guitar
Dr Ragovoy – piano
Joshie Armstead – background vocals
Tasha Thomas – background vocals
Carl Hall – background vocals
Steve Winwood as mystery shadow organ player