- Dawna (instrumental)
- I'm Free Now
- All Wrong
- A Head with Wings
- In Spite of Me
- Cure for Pain
- Mary Won't You Call My Name?
- Let's Take a Trip Together
- Miles Davis' Funeral (instrumental)
- Paul Q. Kolderie
- Mark Sandman
- Mark Sandman: 2-string slide bass, tritare, guitar, organ, lead vocals
- Dana Colley: baritone sax, tenor sax; backing vocals on #8 and #10
- Jerome Deupree: drums
- Billy Conway: drums on #9 and #11; cocktail drum on #8
- Jimmy Ryan: mandolin on #7
- Ken Winokur: percussion on #13
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