A1 Fun Time A2 Watching The River Flow A3 Boogie Baby A4 A Whiter Shade Of Pale A5 I Can't Say No A6. I Can't Say No A1 Fun Time Alto Saxophone – Hank Crawford Baritone Saxophone – Leroy Cooper Bass – Howie Hersh Drums – John Riley (2) Guitar – Cliff Goodwin, Mitch Chakour Piano [Acoustic], Clavinet – Barry E. Beckett* Soloist, Tenor Saxophone – Gary Brown (2) Tenor Saxophone – David "Fathead" Newman Trumpet – Marcus Belgrave, Philip Guilbeau* Written-By – Allen Toussaint 2:36 A2 Watching The River Flow Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Electric Piano [Fender Rhodes] – Allen Toussaint Guitar – Cornell Dupree Piano [Acoustic] – Richard Tee Slide Guitar, Lead Guitar – Pete Carr Soloist, Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Bob Dylan 3:12 A3 Boogie Baby Bass – Howie Hersh Drums – John Riley (2) Electric Piano [Fender Rhodes] – Allen Toussaint Electric Piano [Fender Rhodes], Organ, Synthesizer [Mini Moog], Other [String Ensemble] – Barry E. Beckett* Guitar – Cliff Goodwin, Pete Carr Piano [Acoustic] – Mitch Chakour Soloist, Tenor Saxophone – Bobby Keys Written-By – Phil Driscoll 3:50 A4 A Whiter Shade Of Pale Bass – David Hood Drums – Roger Hawkins Electric Piano [Fender Rhodes] – Randy McCormick Lead Guitar – Larry Byrom Organ – Billy Preston Piano [Acoustic], Synthesizer [Mini Moog], Other [String Ensemble] – Barry E. Beckett* Rhythm Guitar – Jimmy R. Johnson* Written-By – Gary Brooker, Keith Reid 5:22 A5 I Can't Say No Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Drums – Stephen Gadd* Guitar – Cornell Dupree, Joey Murcia Harmonica – Joe Cocker Organ, Clavinet – Allen Toussaint Piano [Acoustic] – Richard Tee Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Daniel Moore, John Bettis 2:49 A6 Southern Lady Bass – Chuck Rainey Drums – Bernard Purdie Electric Piano [Fender Rhodes] – Dr. John Guitar – Cornell Dupree Organ – Allen Toussaint Piano [Acoustic] – Richard Tee Written-By – Phil Driscoll 3:13 B1 I Know (You Don't Want Me No More) Baritone Saxophone – Ronnie Eades* Bass – David Hood Drums – Roger Hawkins Electric Piano [Fender Rhodes] – Randy McCormick Lead Guitar – Larry Byrom Piano [Acoustic] – Barry E. Beckett* Rhythm Guitar – Jimmy R. Johnson* Soloist, Trumpet – Clyde Kerr* Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Barbara George 3:06 B2 What You Did To Me Last Night Baritone Saxophone – Ronnie Eades* Bass – Chuck Rainey Drums – Bernard Purdie Electric Piano [Fender Rhodes] – Allen Toussaint Guitar – Cornell Dupree Organ – Dr. John Piano [Acoustic] – Richard Tee Tenor Saxophone – Harvey Thompson Trombone – Charles Rose Trumpet – Harrison Calloway Jr.*, Wayne Jackson Written-By – Bettye Crutcher 3:25 B3 Lady Put The Light Out Alto Saxophone – Hank Crawford Baritone Saxophone – Leroy Cooper Bass – Chuck Rainey Drums – Stephen Gadd* Electric Piano [Fender Rhodes] – Donny Hathaway Guitar – Cornell Dupree Piano [Acoustic] – Richard Tee Soloist, Tenor Saxophone – Harvey Thompson Tenor Saxophone – David "Fathead" Newman Trumpet – Marcus Belgrave, Philip Guilbeau* Written-By – Guy Fletcher / Doug Flett* 4:45 B4 Wasted Years Bass – Chuck Rainey Drums – Stephen Gadd* Electric Piano [Fender Rhodes] – Richard Tee Guitar – Cornell Dupree, Joey Murcia Lead Guitar – Pete Carr Piano [Acoustic] – Donny Hathaway Written-By – Phil Driscoll 4:45 B5 I Heard It Through The Grapevine
