1 Book Faded Brown
Accordion – Garth Hudson
Acoustic Bass, Lead Vocals, Backing Vocals, Acoustic Guitar – Rick Danko
Acoustic Guitar – Jim Weider
Backing Vocals – Marie Spinosa, Maud Hudson
Drums, Backing Vocals – Randy Ciarlante
Piano, Organ – Aaron Hurwitz
Written-By – Paul Jost
4:12
2 Don't Wait
Accordion – Aaron Hurwitz
Acoustic Bass, Backing Vocals – Rick Danko
Backing Vocals – Marie Spinosa
Dobro – Jim Weider
Drums, Backing Vocals – Randy Ciarlante
Lead Vocals, Acoustic Guitar, Harmonica, Mandolin – Levon Helm
Piano – Garth Hudson
Written-By – Kevin Doherty (4), Levon Helm, The Band
4:09
3 Last Train To Memphis
Accordion, Piano, Tenor Saxophone – Garth Hudson
Acoustic Bass, Backing Vocals – Rick Danko
Backing Vocals – Aaron Hurwitz
Drums, Percussion, Backing Vocals – Randy Ciarlante
Electric Guitar – Jim Weider
Guitar, Featuring – Eric Clapton
Percussion, Backing Vocals – Marie Spinosa
Written-By – Bobby Charles, The Band
Written-By, Lead Vocals, Triangle, Acoustic Guitar, Harmonica, Mandolin, Drums – Levon Helm
4:06
4 High Cotton
Acoustic Guitar – Tom Pacheco
Backing Vocals – Kevin Doherty (4), Marie Spinosa
Drums – Randy Ciarlante
Lead Vocals, Acoustic Bass, Acoustic Guitar – Rick Danko
Mandolin, Harmonica – Levon Helm
Piano – Aaron Hurwitz
Synthesizer, Soprano Saxophone, Tenor Saxophone – Garth Hudson
Written-By – Levon Helm, Rick Danko, Tom Pacheco
3:25
5 Kentucky Downpour
Backing Vocals – Amy Helm
Baritone Saxophone, Tenor Saxophone, Trombone, Trumpet – Tom Malone
Bass – Mike Dunn (14)
Dobro – Jim Weider
Harmony Vocals – Rick Danko
Organ – Aaron Hurwitz
Percussion, Backing Vocals – Marie Spinosa, Randy Ciarlante
Piano – Richard Bell (4)
Tenor Saxophone – Garth Hudson
Written-By – Marty Grebb, The Band
Written-By, Lead Vocals, Drums – Levon Helm
4:26
6 Bound By Love
Accordion – Garth Hudson
Backing Vocals – Marie Spinosa, Maud Hudson
Drums, Backing Vocals – Randy Ciarlante
Lead Vocals, Acoustic Bass, Acoustic Guitar – Rick Danko
Mandolin – Levon Helm
Piano – Aaron Hurwitz
Vocals, Guitar, Written-By, Featuring – John Hiatt
3:22
7 White Cadillac (Ode To Ronnie Hawkins)
Accordion – Aaron Hurwitz, Richard Bell (4)
Acoustic Bass – Mike Dunn (14)
Backing Vocals – Marie Spinosa
Drums, Triangle, Mandolin – Levon Helm
Electric Guitar – Jim Weider
Guitar – Jimmy Eppard
Harmony Vocals – Rick Danko
Piano – Richard Bell (4)
Whistle, Siren, Shaker – Garth Hudson
Written-By – Jim Weider, Levon Helm
Written-By, Lead Vocals – Randy Ciarlante
3:38
8 If I Should Fail
Acoustic Guitar, Harmonica – Levon Helm
Backing Vocals – Marie Spinosa
Dobro, Mandolin – Jim Weider
Drums, Percussion – Randy Ciarlante
Organ – Richard Bell (4)
Piano, Accordion – Aaron Hurwitz
Synthesizer – Garth Hudson
Written-By – Tom Pacheco
Written-By, Lead Vocals, Acoustic Bass, Acoustic Guitar, Backing Vocals – Rick Danko
3:56
9 Spirit Of The Dance
Accordion – Aaron Hurwitz
Baritone Saxophone, Tenor Saxophone, Trombone, Trumpet – Tom Malone
Dobro, Acoustic Guitar – Jim Weider
Drums – Levon Helm
Lead Vocals, Backing Vocals, Percussion – Randy Ciarlante
Lead Vocals, Bass, Backing Vocals – Rick Danko
Mandolin – Jimmy Eppard
Percussion, Backing Vocals – Marie Spinosa
Piano, Vocoder – Garth Hudson
Written-By – Jim Weider, Levon Helm, Randy Ciarlante, Rick Danko
5:05
10 You See Me
Backing Vocals – Marie Spinosa, Randy Ciarlante
Baritone Saxophone, Tenor Saxophone, Trombone, Trumpet – Tom Malone
Bass – Mike Dunn (14)
Electric Guitar – Jim Weider
Lead Vocals, Drums, Harmonica – Levon Helm
Organ – Garth Hudson
Piano, Backing Vocals – Aaron Hurwitz
Tenor Saxophone, Soprano Saxophone – Garth Hudson
Written-By – Allen Toussaint
4:36
11 French Girls
Written-By, Synthesizer, Accordion, Bells, Tenor Saxophone, Soprano Saxophone – Garth Hudson
2:07