A1 Credit Card Blues
Bass – Kelly Sill
Clarinet – Ron Dewar
Drums – Bruce Doctor
Guitar – Elliott Delman
Guitar, Vocals – Peter Berkow
Harmonica – Peter "Madcat" Ruth*
4:26
A2a Spin The Globe
Guitar, Vocals – Peter Berkow
Harmonica – Corky Siegel
Voice [Second] – Peter Swinnerton
4:33
A2b Do The Funky Laundry - Part II
Guiro – Bruce Doctor
Harmonica – Corky Siegel, Peter Berkow
Rototoms, Percussion [OsiDrums] – Rocky Maffit
1:17
A3 Old Guitars
Acoustic Guitar – Elliott Delman
Electric Guitar – Dan Fogelberg
Vocals, Acoustic Guitar – Peter Berkow
4:10
A4 No Lines
Bass – Kelly Sill
Blues Harp, Harmonica [Chromatic] – Peter "Madcat" Ruth*
Drums – Bruce Doctor
Vocals, Guitar – Peter Berkow
4:28
A5 Dorm Floor
Bass – Kelly Sill
Drums – Bruce Doctor
Fiddle – Henry "The Fiddler"*
Guitar – Elliott Delman
Vocals, Guitar – Peter Berkow
3:16
Sounds
B1 Spiritual Rebate
Acoustic Guitar, Electric Guitar, Sitar, Shaker – Jim Fairs
Acoustic Guitar, Other [Key Ring] – Peter Berkow
Bass – Peter Bailey (4)
Composed By – Jim Fairs
Tabla, Maracas, Effects [Percussion] – Rocky Maffit
4:14
B2 Liquid Smog
Bass – Kelly Sill
Drums – Bruce Doctor, Rocky Maffit
Guitar [Second] – Jim Fairs
Tenor Saxophone, Bass Clarinet – Ron Dewar
Vocals, Acoustic Guitar – Peter Berkow
3:47
B3 Dialogues
Bass – Peter Bailey (4)
Flute – Peter Swinnerton
Guitar – Peter Berkow
Tabla, Percussion [OsiDrums], Cymbal, Effects [Percussion] – Rocky Maffit
4:26
B4 I Run Too
Bass, Effects [Vocal] – Peter Bailey (4)
Congas, Effects [Vocal] – Rocky Maffit
Flute, Effects [Vocal] – Peter Swinnerton
Vocals, Guitar, Effects [Vocal] – Peter Berkow
4:10
B5 Coda: As The Planet Explodes
Bass – Peter Bailey (4)
Composed By – Jim Fairs
Drums – Rocky Maffit
Electric Guitar – Jerry Fiddler, Jim Fairs
Flute – Peter Swinnerton
Soprano Saxophone – Dennis Kita
Synthesizer [Buchala], Electric Guitar, Flute – Peter Berkow
5:07
B6 Sometimes My Life
Composed By – Mick Scott (3)
Guitar – Jim Fairs
Vocals, Guitar – Peter Berkow