| 1 | Loving You, Like I DoHarmony Vocals – Bob Caloca, Rick CathawayLead Guitar – Frank ReckardTenor Saxophone – Tom Scott | 3:05 |
| 2 | Crosswords #4Acoustic Guitar – Jerry Miller | 1:22 |
| 3 | The World OutsideElectric Guitar – Jerry MillerFiddle – Byron BerlineHarmonica – Jeff GylkinsonHarmony Vocals – Ann Hughes, Duane Sousa, a.k.a. LorenzoMandolin – Cris Darrow | 3:03 |
| 4 | Last Chance RomanceAcoustic Guitar – Frank ReckardPedal Steel Guitar – Ernie HagarSlide Guitar – Ken KraftVocals – Bob O'Neill & The Last Chance Chorale | 4:07 |
| 5 | Wishing I CouldAcoustic Guitar – Jerry MillerHarmonica – Jeff GylkinsonHarmony Vocals – George Harrison, Leon RussellSaw ["The Lost Sound Of The Musical Saw"] – Tom Scribner | 3:14 |
| 6 | She Went Back Home To Her MamaFiddle – Byron BerlineLead Guitar – Frank Reckard | 2:35 |
| 7 | Nobody Remembers The LosersBass – Tommy CogbilFiddle – Stanley MeidingerHarmony Vocals – Ann HughesLead Guitar – Frank ReckardPedal Steel Guitar – Ernie Hagar | 3:17 |
| 8 | Crosswords Puzzle #3Acoustic Guitar – Ken Kraft | 1:22 |
| 9 | Crosswords Puzzle #1Acoustic Guitar – Frank Reckard | 1:22 |
| 10 | Why I Spend So Much Time In The BarsBass, Vocals – Tom Groves Drums, Percussion, Vocals – Zack BassHarmony Vocals – Howard WolenLead Guitar, Rhythm Guitar – Frank ReckardPedal Steel Guitar – Ernie HagarPiano, Vocals – Jody Wence | 3:11 |
| 11 | Crosswords Puzzle #2Acoustic Guitar – Bob Caloca | 1:21 |
| 12 | If I Could Talk As Fast As I ThinkClarinet – Tom ScottLead Guitar – Frank ReckardVocals [Duet] – Ann Hughes | 3:25 |
| 13 | 50% Of The BlameLead Guitar – Frank Reckard | 3:13 |
| 14 | Direct MeAcoustic Guitar – Frank ReckardHarmony Vocals – Dino Airali, Doug HaywoodPiano, Vibraphone – Leon RussellSlide Guitar – George Harrison | 3:30 |