A1 Get Closer
Electric Piano [Wurlitzer] – Bill PayneWritten-By – Jonathan Carroll*
2:29
A2 The Moon Is A Harsh Mistress
Arranged By [Strings], Conductor – Bill PayneWritten-By – Jimmy Webb
3:03
A3 I Knew You When
Organ – Bill PayneWritten-By – Joe South
2:53
A4 Easy For You To Say
Electric Piano [Fender Rhodes] – Bill PayneWritten-By – Jimmy Webb
4:03
A5 People Gonna Talk
Saxophone – Jerry PetersonWritten-By – Clarence L. Lewis*, Lee Dorsey, Morris Levy, William Wheeler
2:32
A6 Talk To Me Of Mendocino
Accordion – Lindsey BuckinghamAcoustic Bass [Ferrington] – Kenny EdwardsAcoustic Guitar – Andrew GoldCello – Dennis KarmazynMandolin – David GrismanWritten-By – Kate McGarrigle
2:57
B1 I Think It's Gonna Work Out Fine
Percussion – Andrew GoldSaxophone [Baritone] – Jim HornSynthesizer [Prophet] – Don GrolnickVocals – James Taylor (2)Written-By – Rose Marie McCoy, Sylvia McKinney
4:01
B2 Mr. Radio
Acoustic Guitar – Andrew GoldPercussion – Andrew Gold, Peter AsherSynthesizer, Electric Piano [Fender Rhodes] – Bill PayneVocals [Harmony] – Andrew GoldWritten-By – Roderick Taylor*
4:07
B3 Lies
Keyboards – Bill PayneWritten-By – Beau Charles, Buddy Randell
2:35
B4 Tell Him
Keyboards – Bill PaynePercussion – Andrew Gold, Peter AsherWritten-By – Bert Russell
2:35
B5 Sometimes You Just Can't Win
Acoustic Guitar – Waddy WachtelBass – Kenny EdwardsDrums – Rick MarottaOrgan – Don GrolnickVocals – John David SoutherWritten-By – Smokey Stover (2)
2:30
B6 My Blue Tears
Acoustic Guitar – Emmylou HarrisProducer – Brian AhernRecorded By – Stuart Taylor (2)Vocals – Dolly Parton, Emmylou HarrisWritten-By – Dolly Parton
2:40