01. Handsome MolyArranged By – J. Rooney*Written-By – Trad.*3:44
02. Marble Eyes 3:23
03. Don't Know Where I'm Going 3:45
04. Good Woman's LoveWritten-By – J. Rooney*2:32
05. Please Help Me Forget 3:31
06. The Distance 2:47
07. Dragonfly 4:03
08. Sweet Dreams 3:08
09. Clinch Mountain Arranged By – J. Rooney*Written-By – Trad.*3:14
10. Marilla 2:53
11. As Long As It's You And Me 4:44
Bass, Backing Vocals – Jim Colegrove
Clavinet – Dick Handle (tracks: B5)
Drums, Percussion – Billy Mundi
Engineer – Mark Harman, Nick Jameson
Fiddle – Ken Kosek* (tracks: A1, A4, A5, B3), Vassar Clements (tracks: A1, A4, A5, B3)
Guitar – Nick Jameson
Mastered By – RL*
Organ – Campo Malaqua (tracks: B1)
Piano – Dick Handle (tracks: A3, B1, B5), John Simon (tracks: A5, B2, B4)
Producer – Jim Rooney, Jon Gershen
Saxophone – David Sanborn (tracks: B1, B5)
Steel Guitar – Ben Keith
Vocals, Guitar – David Gershen, Jim Rooney
Vocals, Lead Guitar – Jon Gershen
Written-By – D. Gershen* (tracks: A2, A3, A6, B2, B4), J. Gershen* (tracks: A5, B1, B5)