| 1 | I Get OffBaritone Saxophone – Mel MartinOrgan – MacTenor Saxophone – Martin FierroTrumpet – Jack WalrathWritten-By – Doug Sahm | 2:35 |
| 2 | Poison LoveAccordion – Flaco JimenezDobro – David BrombergHarmony Vocals – AtwoodLead Vocals – DougMandolin – Andy StatmanPiano – Augie MeyerWritten-By – Elmer Laird | 4:22 |
| 3 | Blues Stay Away From MeDobro – David BrombergSoloist, Accordion – FlacoSoloist, Guitar – Bob DylanVocals – Bobby, DouglasWritten-By – Alton Delmore, Henry Glover, Rabon Delmore, Wayne Raney | 4:47 |
| 4 | Your FriendsBaritone Saxophone – Willie BridgesElectric Piano – Arif MardinLead Guitar – Doug SahmTenor Saxophone – FatheadTrumpet – Wayne JacksonWritten-By – Deadric Malone | 5:20 |
| 5 | Don't Turn AroundBaritone Saxophone – MelBass, Guitar, Organ, Piano, Vocals – DougDrums – George RainsSoloist, Tenor Saxophone – David "Fathead" NewmanTenor Saxophone – MartinWritten-By – Doug Sahm | 3:28 |
| 6 | Dealer's BluesHorns – Jack Walrath, Martin Fierro, Mel MartinLead Guitar – Doug SahmSoloist, Tenor Saxophone – David "Fathead" NewmanWritten-By – Doug Sahm | 2:59 |
| 7 | It's Gonna Be EasyBacking Vocals – Doug, JackLead Vocals – Atwood, DougSteel Guitar – Charlie OwensWritten-By – Atwood Allen | 3:31 |
| 8 | Papa Ain't SaltyHorns – Fathead, Wayne, WillieLead Guitar – Doug SahmPiano – Augie MeyerSoloist, Tenor Saxophone – FatheadWritten-By – Grover McDaniel, T-Bone Walker | 4:29 |
| 9 | Faded LoveFiddle [Twin] – Doug Sahm, Ken KosekSteel Guitar – CharlieVocals – Atwood, DougWritten-By – B. Wills, J. Wills | 3:55 |
| 10 | Me And PaulArranged By [Horns] – Wayne JacksonDobro – BrombergHarp – Bob DylanHorns – Fathead, WayneSoloist, Piano – AugieVocals – Doug SahmWritten-By – Willie Nelson | 3:32 |
| 11 | WallflowerDobro – Dave BrombergLead Guitar – Bob DylanOrgan – Dr. JohnVocals – Bob, DougWritten-By – Bob Dylan | 2:35 |
| 12 | (Is Anybody Going To) San AntoneFiddle [Twin] – Doug Sahm, Ken KosekSteel Guitar – Charlie OwensVocals – Bob Dylan, Doug SahmWritten-By – Dave Kirby, Glen Martin | 3:10 |
MO (Monarch Records) pressing label variation.