"Overture" (Kooper) – 1:32
"I Love You More Than You'll Ever Know" (Kooper) – 5:57
"Morning Glory" (Larry Beckett, Tim Buckley) – 4:16
"My Days Are Numbered" (Kooper) – 3:19
"Without Her" (Harry Nilsson) – 2:41
"Just One Smile" (Randy Newman) – 4:38
"I Can't Quit Her" (Kooper, I. Levine) – 3:38
"Meagan's Gypsy Eyes" (Steve Katz) – 3:24
"Somethin' Goin' On" (Kooper) – 8:00
"House in the Country" (Kooper) – 3:04
"The Modern Adventures of Plato, Diogenes and Freud" (Kooper) – 4:12
"So Much Love/Underture" (Gerry Goffin, Carole King) – 4:47
Randy Brecker - trumpet, flugelhorn
Bobby Colomby - drums, percussion, vocals
Jim Fielder - bass guitar, fretless bass guitar
Dick Halligan - trombone
Steve Katz - guitar, lute, vocals
Al Kooper - organ, piano, ondioline, vocals
Fred Lipsius - piano, alto saxophone
Jerry Weiss - trumpet, flugelhorn, vocals
Additional musicians:
Anahid Ajemian - violin
Fred Catero - sound effects
Harold Coletta - viola
Paul Gershman - violin
Al Gorgoni - organ, guitar, vocals
Manny Green - violin
Julie Held - violin
Doug James - shaker
Harry Katzman - violin
Leo Kruczek - violin
Harry Lookofsky - violin
Charles McCracken - cello
Melba Moorman - choir, chorus
Gene Orloff - violin
Valerie Simpson - choir, chorus
Alan Schulman - cello
John Simon - organ, piano, conductor, cowbell
The Manny Vardi Strings