01. Pretty Darlin'Guitar – Bill ChamplinWritten-By – Relph*4:13
02. Oh WhyMellotron – Michael Allsup*Written-By – Relph*2:42
03. Spirit TrainWritten-By – Relph*, Vincent*2:09
04. Forty MilesWritten-By – Relph*3:12
05. Treat Me KindBass – Eric Morton (2)
Vocals [Female] – Denise KeenWritten-By – Relph*2:53
06. Gold Or SilverWritten-By – Relph*3:14
07. Down The RoadWritten-By – Relph*2:43
08. Hands Off BabyGuitar, Piano – Bill ChamplinWritten-By – Relph*, Vincent*2:50
09. Stoned LouisWritten-By – Relph*2:48
10. Ah Dey AumWritten-By – Relph*2:35

Phonographic Copyright ℗ – Envy Pollen Music
Copyright © – Envy Pollen Music
Recorded At – Timber Sound
Mixed At – Timber Sound
Backing Vocals – Bill Manaserro, Jay Kessler, Linda Rogers, Mike Rosato, Sarah Miller (8)
Bass – Bill Slater
Congas, Backing Vocals – Dave O'Neill (5)
Cover – Bill Ogden (2)
Drums – Ray Price (4)
Engineer [2nd Engineer] – Jamey Dell
Engineer, Producer, Mellotron, Backing Vocals – Michael Allsup*
Flute, Bass, Backing Vocals – Eric Morton (2)
Guitar, Lead Vocals, Producer – Eric Relph
Guitar, Piano – Bill Champlin
Lyrics By – Gladys Vincent (tracks: A3,B3)
Piano – Steve D'Avanzo
Slide Guitar – Danny Krieger (2)
Vocals – Denise Keen (tracks: A5)