"Stranger In a Strange Land" (Russell, Don Preston) – 4:01
"Of Thee I Sing" (Russell, Don Preston) – 4:22
"A Hard Rain's A-Gonna Fall" (Bob Dylan) – 5:08
"Crystal Closet Queen" – 2:59
"Home Sweet Oklahoma" – 3:26
"Alcatraz" – 3:51
"Ballad of Mad Dogs and Englishmen" – 3:51
"It Takes a Lot to Laugh, It Takes a Train to Cry" (Dylan) – 4:00
"She Smiles Like A River" – 2:58
"Sweet Emily" – 3:20
"Beware of Darkness" (George Harrison) – 4:40
bonus tracks previously unreleased:
"It's All Over Now, Baby Blue" (Dylan) - 3:38
"Love Minus Zero/No Limit" (Dylan) - 3:19
"She Belongs to Me" (Dylan) - 3:26
Leon Russell – vocals, guitar, piano, organ
Jesse Ed Davis – guitar
Claudia Lennear – vocals
Jim Price – organ
Jim Keltner – drums
Jim Gordon – drums
Barry Beckett – organ
Chuck Blackwell – drums
Joey Cooper – guitar, vocals
John Gallie – organ
Roger Hawkins – drums
David Hood – bass
Jimmy Johnson – guitar
Kathi McDonald – vocals
Don Preston – guitar, vocals
Carl Radle – bass
Chris Stainton – guitar
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