| 1 | I Don't KnowBacking Vocals – Chris, TommySaxophone [Baritone] – Teenage Steve Douglas | 3:22 |
| 2 | Red Red Wine | 3:01 |
| 3 | I.O.U.Backing Vocals – East Memphis Slim, Vito, PaulKeyboards – East Memphis Slim | 2:59 |
| 4 | The LedgeFlute [Bass] – Teenage Steve DouglasKeyboards – East Memphis Slim | 4:07 |
| 5 | Can't Hardly WaitAcoustic Guitar, Guitar [Fills] – TommyBass [Six-string], Harmonica – PaulGuitar [Fills] – Alex ChiltonKeyboards – East Memphis SlimSaxophone – Andrew LoveSaxophone [Baritone] – Teenage Steve DouglasStrings – Max HulsTrumpet – Ben Jr. | 3:03 |
| 6 | Alex ChiltonAcoustic Guitar, Backing Vocals – PaulBacking Vocals – VitoCowbell – Chris | 3:15 |
| 7 | Shooting Dirty PoolBacking Vocals – Vito, TommyGuitar – Luther | 2:23 |
| 8 | ValentineOrgan – East Memphis Slim | 3:36 |
| 9 | Nightclub JittersDouble Bass [Upright] – TommyPiano – PaulSaxophone – Prince Gabe | 2:45 |
| 10 | Never Mind | 2:50 |
| 11 | SkywayAcoustic Guitar, Bass [Six-string] – PaulPercussion [Foot Tap] – ChrisVibraphone [Vibes] – East Memphis Slim | 2:06 |
UPC: 0 7599-25557-2
Recorded and mixed at Ardent Studios, Studio B, Memphis.