- Changing of the Guards
- New Pony
- No Time To Think
- Baby, Stop Crying
- Is Your Love in Vain?
- Senor (Tales of Yankee Power)
- True Love Tends to Forget
- We Better Talk This Over
- Where Are You Tonight?
April 25 – May 1, 1978 at Rundown Studios, Santa Monica, California
- Bob Dylan: vocals, rhythm electric guitar
- Billy Cross: lead electric guitar
- Steve Douglas: tenor and soprano saxophone
- Bobbye Hall: percussion
- Steve Madaio: trumpet (Track 5)
- David Mansfield: violin, mandolin
- Alan Pasqua: keyboards
- Jerry Scheff: bass guitar
- Steven Soles: rhythm guitar, background vocals
- Ian Wallace: drums
- Carolyn Dennis, Jo Ann Harris and Helena Springs: background vocals
The album was a serious musical departure for Dylan, who uses a large pop-rock band—complete with female backing vocalists for the first time.