01. Don't Talk Now 2:37
02. Something's Wrong 3:09
03. Knocking 'Round The Zoo 3:27
04. Sunshine Sunshine 2:50
05. Taking It In 3:06
06. Something In The Way She Moves 3:03
07. Carolina In My Mind 3:38
08. Brighten Your Night With My Day 2:28
09. Night Owl 4:17
10. Rainy Day Man (J. Taylor, Wiesner) 3:00
11. Circle Round The Sun (Traditional) 3:25
12. The Blues Is Just A Bad Dream 3:43
All songs by James Taylor unless otherwise noted
James Taylor — guitar, vocals
Peter Asher — percussion, vocals
Louis Cennamo — bass
George Harrison — vocals (on "Carolina in My Mind"; uncredited)
Richard Hewson — strings, bassoon, oboe
Skaila Kanga — harp
Paul McCartney — Fender Jazz bass, guitar, vocals (on "Carolina in My Mind")
Bishop O'Brien — drums, percussion
Freddie Redd — keyboards
Don Schinn — keyboards
Mick Wayne — guitar
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