- We Were Always Sweethearts
- Downright Women
- Painted Bells
- Alone Alone
- Near You
- I Will Forever Sing (The Blues)
- Moments
- Hollywood Blues
- We Been Away
- Can I Make It Last (Instrumental)
- Boz Scaggs - guitar, vocals
- David Brown - bass
- Rita Coolidge - background vocals
- James Curly Cooke - guitar
- Coke Escovedo - percussion
- Pete Escovedo - percussion
- John McFee - steel guitar
- George Rains - drums
- Ben Sidran - keyboards, vibraphone, background vocals
- Doug Simril - guitar, keyboards
- Joachim Jymm Young - keyboards
- Bill Atwood - trumpet
- Pat O'Hara - trombone
- Mel Martin - horn