| 1 | RedeyesBass, Guitar, Resonator Guitar [Dobro] – Ron WoodDrums – Charlie WattsPiano – Nicky Hopkins | 3:31 |
| 2 | 1234Bass, Vocals – Ron WoodDrums – Alvin TaylorHorns – Bobby Keys, Jim Horn, Steve MadaioPercussion – Jim Keltner | 3:26 |
| 3 | Down To The GroundBass – Jimmy HaslipDrums – Ian WallaceOrgan – Ian McLaganPiano – Nicky HopkinsVocals – Ron Wood | 3:36 |
| 4 | She Never Told MeAcoustic Guitar – Waddy WachtelBacking Vocals – Anita PointerBass – Jimmy HaslipBass, Keyboards, Guitar, Lead Vocals – Ron WoodDrums – Charlie WattsKeyboards – Ian McLagan, Nicky HopkinsPercussion – Jim Keltner | 5:48 |
| 5 | Wind Howlin' ThroughDrums – Alan MyersInstruments [All Other Instruments], Vocals – Ron Wood | 3:00 |
| 6 | She Was Out ThereDrums – Charlie WattsOrgan – Ian McLaganPercussion – Jim KeltnerPiano, Guitar, Vocals – Ron Wood | 5:13 |
| 7 | Fountain Of LoveBacking Vocals – Clydie King, Shirley MatthewsBass – Bobby WomackDrums – Ian WallaceElectric Piano – Ian McLaganGuitar [12-string] – Bobby WomackGuitar, Lead Vocals – Ron Wood | 5:09 |
| 8 | PricelessArranged By – Mr. Rod StewartBacking Vocals – Clydie KingBass – Jay Davis Drums – Carmine AppiceGuitar – Robin Le'MesurierGuitar, Lead Vocals – Ron WoodPiano – Nicky Hopkins | 4:16 |
| 9 | OutlawsBacking Vocals – Anita PointerDrums – Ian WallaceGuitar, Lead Vocals – Ron WoodOrgan – Ian McLaganPiano – Nicky Hopkins | 4:00 |
Recorded at Mattress Sound, Chateau Recorders & The Record Plant, Los Angeles, CA
Mixed at The Record Plant, Los Angeles, CA