| 1 | Blue StarsBacking Vocals – Margo BuchanonDrums – Kevin WilkinsonGuitar, Bass, Saxophone, Mandolin, Organ [Hammond], Vocals – Anthony ThistlethwaitePercussion [Cymbals] – Roy Dodds | 3:36 |
| 2 | It Don't Make Sense (You Can't Make Peace)Backing Vocals – Clare Kenny, Geanie Lee, Ginny Klee, Karl Wallinger, Louise Goffin, Matthew Seligman, Max Edie, Nan Vernon, Roddy Lorimer, Simon Clarke , Tim SandersBass – Matthew SeligmanDrums – Kevin WilkinsonGuitar – Mick TaylorGuitar, Vocals – Anthony ThistlethwaiteKeyboards – James HallawellSaxophone [Baritone] – Simon Clarke Saxophone [Tenor] – Tim SandersTrumpet – Roddy LorimerVocals [Additional] – Eddi ReaderWritten By – Dixon | 6:01 |
| 3 | JennyBacking Vocals – Louise Goffin, Max Edie, Nan VernonBass – Simon EdwardsDrums – Kevin WilkinsonGuitar – Mick TaylorGuitar, Guitar [Slide], Vocals – Anthony ThistlethwaiteOrgan [Hammond] – James HallawellTrumpet – Roddy LorimerVocals [Additional] – Eddi Reader, Geanie Lee | 4:13 |
| 4 | Love That BurnsBass – Trevor HutchinsonDrums – Noel BridgemanGuitar, Saxophone [Tenor], Vocals – Anthony ThistlethwaitePiano, Organ [Hammond] – James DelaneyWritten By – C.G. Adams, Peter Green | 4:35 |
| 5 | Howling Tom CatBass – Trevor HutchinsonDrums – Noel BridgemanGuitar, Saxophone, Harmonica, Vocals – Anthony ThistlethwaitePiano, Organ [Hammond] – James DelaneyWritten By – Anthony Thistlethwaite | 4:10 |
| 6 | Flick-knifeBass – Trevor HutchinsonDrums – Noel BridgemanOther [Flick-knife] – John RiversPiano – James DelaneySaxophone, Guitar – Anthony ThistlethwaiteWritten By – Anthony Thistlethwaite | 3:18 |
| 7 | Aesop Wrote A FableBacking Vocals – Clare Kenny, Geanie Lee, Ginny Klee, Karl Wallinger, Louise Goffin, Matthew Seligman, Max Edie, Nan VernonBass – Simon EdwardsDrums – Kevin WilkinsonGuitar, Vocals – Anthony ThistlethwaiteOrgan [Hammond] – James HallawellSaxophone [Baritone ] – Simon Clarke , Tim SandersTrumpet – Roddy LorimerWritten By – Anthony Thistlethwaite | 2:17 |
| 8 | I Just Want To Make Love To YouBacking Vocals – Margo BuchanonBass – Simon EdwardsDrums – Brendan O'NeilGuitar, Vocals – Anthony ThistlethwaitePiano – Karl WallingerSaxophone [Baritone] – Simon Clarke Saxophone [Tenor ] – Tim SandersTrumpet – Roddy LorimerWritten By – Dixon | 4:05 |
| 9 | Muddy WaterboyGuitar, Vocals – Anthony ThistlethwaiteHarmonica – Brian PalmWritten By – Anthony Thistlethwaite | 3:43 |
| 10 | Let Your Conscience Be Your GuideBass – Simon EdwardsDrums – Brendan O'NeilGuitar, Vocals – Anthony ThistlethwaitePiano – Karl WallingerWritten By – Sunny Boy Williamson | 2:26 |
| 11 | Good Morning Mr Customs ManGuitar, Bass, Mandolin, Percussion [Hi-hat], Vocals – Anthony ThistlethwaiteHarmonica – Brian PalmWritten By – Anthony Thistlethwaite | 2:38 |
| 12 | Here In My ArmsBass – Trevor HutchinsonDrums – Noel BridgemanGuitar, Saxophone – Anthony ThistlethwaitePiano, Organ [Hammond] – James DelaneyWritten By – Anthony Thistlethwaite | 4:03 |