| 1 | The Rainy SeasonArranged By [Horns] – Wardel QuezergueBacking Vocals – Ada Dyer, Catherine Russell, Diva GrayBass – James "Hutch" HutchinsonDrums – Jim KeltnerElectric Guitar, Organ [Hammond] – John LeventhalGuitar [Slide], Vocals – Bonnie RaittSaxophone [Baritone] – Jack BashkowSaxophone [Tenor] – Bob Malach, Rick DepofiTrombone – Larry FarrellTrumpet – Chris BottiVocals, Piano – Marc Cohn | 4:44 |
| 2 | Don't Talk To Her At NightBouzouki [Bazouki], Bass, Keyboards, Percussion, Guitar – John LeventhalDrums – Dennis McDermottVocals, Acoustic Guitar – Marc Cohn | 3:02 |
| 3 | Medicine ManBass – James "Hutch" HutchinsonDrums – Jim KeltnerElectric Guitar, Keyboards, Percussion – John LeventhalElectric Piano [Wurlitzer], Organ [Hammond] – Benmont TenchHarmony Vocals – David HidalgoPercussion – Mino CineluVocals, Acoustic Guitar – Marc Cohn | 4:28 |
| 4 | Paper WallsBacking Vocals – Arnold McCuller, Sir Harry Bowens, Sweet Pea Atkinson, Terry EvansBass – James "Hutch" HutchinsonDrums – Jim KeltnerElectric Guitar, Organ [Hammond], Harmonica – John LeventhalPiano – Benmont TenchVocals, Acoustic Guitar – Marc Cohn | 4:24 |
| 5 | She's Becoming GoldDouble Bass [Upright] – Zev KatzGuitar – John LeventhalHarmony Vocals – David Crosby, Graham NashPercussion – Arto Tuncboyaciyan, Glen VelezSaxophone [Baritone] – Adam KolkerSaxophone [Tenor] – Rick DepofiVocals, Piano – Marc Cohn | 5:29 |
| 6 | Mama's In The MoonMandolin, Guitar [Slide], Keyboards – John LeventhalMarimba [Bass & Concert], Vibraphone [Vibes] – Mike MainieriUdu – Mino CineluVocals, Acoustic Guitar – Marc Cohn | 2:16 |
| 7 | The Things We've Handed DownOrgan [Hammond], Keyboards, Guitar [Nylon String] – John LeventhalVocals, Electric Piano, Keyboards – Marc Cohn | 4:41 |
| 8 | From The StationAcoustic Guitar, Bass, Percussion, Organ [Hammond] – John LeventhalHarmony Vocals – David Crosby, Graham NashSteel Guitar [Pedal], Violin – Larry CampbellVocals, Piano, Melodica – Marc Cohn | 3:06 |
| 9 | Baby KingBacking Vocals – Arnold McCuller, Sir Harry Bowens, Sweet Pea Atkinson, Terry Evans, Willie Greene, Jr.Drums – Jim KeltnerElectric Piano [Wurlitzer] – John LeventhalVocals – Marc Cohn | 3:09 |
| 10 | Rest For The WearyBass – James "Hutch" HutchinsonBouzouki [Bazouki], Electric Guitar, Mandolin – John LeventhalDrums – Jim KeltnerPiano, Organ [Hammond] – Benmont TenchSaxophone [Baritone] – Adam KolkerSaxophone [Tenor] – Rick DepofiVocals, Acoustic Guitar – Marc Cohn | 5:06 |
| 11 | Walk Through The WorldArranged By [Horns] – Rick DepofiBacking Vocals – Catherine RussellBass – James "Hutch" HutchinsonDrums – Jim KeltnerGuitar, Music By – John LeventhalOrgan [Hammond] – Benmont TenchSaxophone [Baritone] – Jack BashkowSaxophone [Tenor] – Aaron Heick, Rick DepofiTrombone – Larry FarrellVocals, Piano, Lyrics By – Marc Cohn | 4:55 |
(C)(P) 1993 Atlantic Recording Corporation for the United States and WEA International Inc. for the world outside of the United States.
Made in Germany