| 1 | I Spent All My Money Lovin' YouBaritone Saxophone – Jerry EmbreeBass – David Hyde Drums – Brian BrignacElectric Guitar – Sam BroussardMixed By – David FarrellPiano, Organ [Hammond B3] – George BitzerProducer – Jim BatemanRecorded By – Tony DaigleSlide Guitar [Electric] – Sonny LandrethTenor Saxophone – Jon Smith Trumpet – Marshall CyrWritten-By, Producer, Vocals – Bobby Charles | 4:42 |
| 2 | Last Train To MemphisAcoustic Guitar – Sam BroussardBass – David Hyde Drums – David Peters Harmonica, Backing Vocals – Delbert McClintonKeyboards – Phil Chandler Recorded By, Mixed By – David FarrellSlide Guitar [Electric] – Sonny LandrethWritten-By, Producer, Vocals – Bobby Charles | 2:59 |
| 3 | I Believe In AngelsArranged By [Strings], Conductor – Wardell QuezergueBacking Vocals – 4 Nuns, Elaine Foster, Lisa FosterBass – David Hyde Cello – Layton MartensDrums – David Peters Guitar – Sam Broussard, Scott GoudeauOrgan [Hammond B3] – Joe KrownRecorded By, Mixed By – David FarrellTenor Saxophone – Eric TraubViola – Ann Taylor Violin – Burton Callahan, Ziva PattWritten-By, Producer, Vocals – Bobby Charles | 6:15 |
| 4 | Angel EyesBass – David Hyde Drums – Karl HimmelElectric Guitar – Sonny LandrethPiano – George BitzerProducer – Jim BatemanRecorded By, Mixed By – David FarrellRhythm Guitar – Sam Broussard, Walter Jr.Trumpet – Marshall CyrTrumpet, Percussion – Bobby CampoWritten-By, Producer, Vocals – Bobby Charles | 3:16 |
| 5 | The Sky Isn't Blue AnymoreArranged By [Strings], Conductor – Wardell QuezergueCello – Dan CassinElectric Piano – George BitzerProducer – Jim BatemanRecorded By – Tony DaigleRecorded By, Mixed By – David FarrellViola – Jennifer CassinViolin – Adrianna Hulscher, Maria TraykovaWritten-By, Producer, Vocals – Bobby Charles | 2:55 |
| 6 | Les Champs ÉlyséeAccordion – Joey MiskulinBass – Joe AllenPercussion – Kenny MaloneProducer – Ben KeithRecorded By, Mixed By, Guitar, Bouzouki – Mike Elliott Written-By, Producer, Vocals – Bobby Charles | 3:36 |
| 7 | SingAcoustic Guitar – Dan PennBacking Vocals – Nick DanielsBass – Chris EthridgeDrums – Leland WaddellElectric Guitar – Fred Carter, Jr., Grady MartinOrgan – Spooner OldhamPiano – David Briggs Recorded By – Al Bob McQuireRecorded By, Mixed By – David FarrellTenor Saxophone – Eric TaubWritten-By, Producer, Vocals – Bobby Charles | 3:58 |
| 8 | Last Train To Memphis |
| 9 | Bonus Compilation |
| 10 | Wish You Were Here Right NowDrums – David Peters Electric Guitar – Tommy MoranKeyboards – George BitzerMixed By [Assistant] – Steve ReynoldsRecorded By, Mixed By – David FarrellWritten-By, Producer, Vocals – Bobby Charles | 2:24 |
| 11 | Walking To New OrleansBaritone Saxophone – Roger Lewis Bass – David Hyde Drums – Billy EnglishElectric Guitar – Tommy MoranMixed By – David FarrellMixed By [Assistant] – Steve ReynoldsPercussion, Trumpet – Bobby CampoProducer – Ben KeithProducer, Vocals – Bobby CharlesRecorded By – Larry GreenhillRecorded By [Assistant] – Bobby ArnoldTenor Saxophone – Bill SamuelTenor Saxophone [Solo] – Jon Smith Trumpet – Marshall CyrVocals [Guest Vocals] – Fats DominoWritten-By – Bartholomew, Domino, Guidry | 3:11 |
| 12 | The Legend Of Jolie BlondeAccordion – Pat BreauxBacking Vocals, Acoustic Guitar – Geoff MuldaurBass – David Hyde Fiddle – Rufus ThibodeauxMixed By – David FarrellProducer – Jim BatemanRecorded By – Tony DaigleSlide Guitar [Acoustic] – Martin SimpsonWritten-By, Producer, Vocals – Bobby Charles | 5:54 |
| 13 | Not Ready YetBaritone Saxophone – Bill SamuelBass – David Hyde Drums – Mike BurchElectric Guitar – Sonny LandrethKeyboards – George BitzerMixed By [Assistant] – Steve ReynoldsProducer – Jim BatemanRecorded By [Assistant] – Benny Graeff, Steve Nails Recorded By, Mixed By – David FarrellTenor Saxophone – Jon Smith Trumpet – Marshall CyrWritten-By, Producer, Vocals – Bobby Charles | 3:03 |
| 14 | I Don't See MeAcoustic Guitar – Willie NelsonAcoustic Guitar [Solo] – Neil YoungBass – David Hyde Drums – Billy EnglishFiddle – Rufus ThibodeauxHarmonica – Mickey RaphaelPercussion – Karl HimmelProducer, Steel Guitar – Ben KeithRecorded By – Larry GreenhillRecorded By [Assistant] – Bobby ArnoldRecorded By [Assistant], Mixed By [Assistant] – Steve ReynoldsRecorded By, Mixed By – David FarrellWritten-By, Producer, Vocals – Bobby Charles | 5:46 |
| 15 | The Jealous KindBacking Vocals – Elaine Foster, Erica Falls, Lisa FosterBass – David Hyde Drums – David Peters Guitar – Bobby BroussardGuitar [Solo] – Sonny LandrethKeyboards – Joe KrownMixed By – David FarrellProducer – Jim BatemanRecorded By [Assistant] – Tony DaigleRecorded By, Mixed By [Assistant] – Steve ReynoldsWritten-By, Producer, Vocals – Bobby Charles | 4:07 |
| 16 | EverydayDrums – Kenny ButtreyElectric Guitar – Eddie Hinton, Terry IrwinLap Steel Guitar, Pedal Steel Guitar – Ben KeithPiano – Bob WilsonRecorded By, Bass – Norbert PutnamRecorded By, Mixed By – David FarrellWritten-By, Producer, Vocals – Bobby Charles | 2:01 |
| 17 | Goin' Fishin'Acoustic Guitar – Sam BroussardAcoustic Guitar [Silvertone] – Sonny LandrethProducer – Jim BatemanRecorded By – Tony DaigleRecorded By, Mixed By – David FarrellWritten-By, Producer, Vocals – Bobby Charles | 3:09 |
| 18 | Homesick BluesAcoustic Guitar – Cranston ClementsAcoustic Guitar [Nylon String] – Willie NelsonBacking Vocals – Maria MuldaurBass – David Hyde Drums – Billy EnglishElectric Guitar – Jody PayneFiddle – Rufus ThibodeauxHarmonica – Mickey RaphaelKeyboards – Reese WynansProducer – Ben KeithRecorded By – Larry GreenhillRecorded By [Assistant] – Bobby ArnoldWritten-By, Producer, Vocals – Bobby Charles | 3:25 |
| 19 | See You Later AlligatorAcoustic Guitar – Sam BroussardBass – Dave RansonDrums – Mike BurchOrgan [Hammond B3] – Phil Chandler Recorded By – Tony DaigleRecorded By, Mixed By – David FarrellSlide Guitar [Electric] – Sonny LandrethTenor Saxophone – Jerry Jumonville, Jon Smith Trumpet – Marshall CyrWritten-By, Producer, Vocals – Bobby Charles | 3:48 |
| 20 | What Are We DoingAcoustic Guitar – Sam BroussardBacking Vocals – Charlene HowardBass – David Hyde Drums – David Peters Keyboards – Phil Chandler Recorded By – Tony DaigleRecorded By, Mixed By – David FarrellSlide Guitar [Electric] – Sonny LandrethTenor Saxophone – Eric TraubWritten-By, Producer, Vocals – Bobby Charles | 3:06 |
| 21 | Why Are People Like That?Backing Vocals – Elaine Foster, Lisa FosterBass – David Hyde Drums – David Peters Guitar – Derek TrucksProducer – Jim BatemanRecorded By – Tony DaigleRecorded By, Mixed By – David FarrellRhythm Guitar – Sam BroussardWritten-By, Producer, Vocals – Bobby Charles | 3:09 |
| 22 | Party TownBass, Percussion – Jackie StreetHorns – Jim HornHorns, Backing Vocals – Wayne JacksonPiano, Backing Vocals – Larry Marshall Piano, Percussion, Backing Vocals – Terry McMillanProducer, Percussion, Backing Vocals – Ben KeithRecorded By, Mixed By – Mike Elliott Written-By, Producer, Vocals – Bobby Charles | 3:51 |
| 23 | I Remember WhenAcoustic Guitar – Willie NelsonBass – Bee SpearsDrums – Billy EnglishElectric Guitar – Jody PayneFiddle – Rufus ThibodeauxHarmonica – Mickey RaphaelMandolin – Stephen BrutonMixed By – David FarrellMixed By [Assistant] – Steve ReynoldsProducer, Steel Guitar – Ben KeithRecorded By – Larry GreenhillRecorded By [Assistant] – bobby arnoldVocals [Guest Vocals], Acoustic Guitar – Willie NelsonWritten-By, Producer, Vocals – Bobby Charles | 2:59 |
| 24 | Don't Make A Fool Of YourselfAcoustic Guitar – Sam BroussardBass – David Hyde Drums – David Peters Keyboards – Joe KrownProducer – Jim BatemanRecorded By, Mixed By – David FarrellSlide Guitar [Electric] – Sonny LandrethWritten-By, Producer, Vocals – Bobby Charles | 3:57 |
| 25 | I Don't Want To KnowBass – David Hyde Drums – Karl HimmelGuitar – Sonny LandrethPiano – George BitzerProducer – Jim BatemanRecorded By, Mixed By – David FarrellRhythm Guitar – Sam Broussard, Walter Jr.Written-By, Producer, Vocals – Bobby Charles | 4:54 |
| 26 | I WonderAcoustic Guitar – Jody Maphis, Leo Jackson, Jr.Bass – Charlie ChappelearDrums – Karl HimmelElectric Guitar – Fred Carter, Jr., Jerry McEwenMixed By – David FarrellPiano – Willie RainsfordRecorded By – Al Bob McQuireWritten-By, Producer, Vocals – Bobby Charles | 5:27 |
| 27 | SecretsHarmony Vocals – Tracy NelsonProducer, Bass – Ben KeithRecorded By, Mixed By, Guitar – Mike Elliott Written-By, Producer, Vocals – Bobby Charles | 3:22 |
| 28 | Forever And AlwaysAcoustic Guitar – Sam BroussardBass – Dave RansonDrums – Mike BurchOrgan [Hammond B3] – Phil Chandler Recorded By – Tony DaigleRecorded By, Mixed By – David FarrellSlide Guitar [Electric] – Sonny LandrethWritten-By, Producer, Vocals – Bobby Charles | 6:05 |
| 29 | Full Moon On The BayouAcoustic Guitar – Neil YoungAcoustic Guitar [Nylon Strings] – Willie NelsonBacking Vocals – Maria MuldaurBass – David Hyde Drums – Billy EnglishFiddle – Rufus ThibodeauxHarmonica – Mickey RaphaelPiano – Clarence "Frogman" HenryProducer – Ben KeithRecorded By – Larry GreenhillRecorded By [Assistant] – Bobby ArnoldRecorded By, Mixed By – David FarrellSpoons – Ronauld "Rome" LanglinaisWritten-By, Producer, Vocals – Bobby Charles | 3:14 |
| 30 | Ambushin' BastardAcoustic Guitar – Willie NelsonBass – David Hyde Drums – Billy EnglishElectric Guitar – Jody Payne, Neil YoungHarmonica – Mickey RaphaelPiano – Reese WynansProducer, Steel Guitar – Ben KeithRecorded By – Larry GreenhillRecorded By [Assistant] – Bobby ArnoldRecorded By, Mixed By – David FarrellWritten-By, Producer, Vocals – Bobby Charles | 3:07 |
| 31 | I Can't Quit YouBacking Vocals – Charlene HowardBass – David Hyde Drums – Karl HimmelElectric Guitar – Sam Broussard, Sonny Landreth, Walter Jr.Piano – George BitzerProducer – Jim BatemanRecorded By, Mixed By – David FarrellTenor Saxophone – Jon Smith Trumpet – Bobby Campo, Marshall CyrWritten-By, Producer, Vocals – Bobby Charles | 3:43 |
| 32 | String Of HeartsArranged By [Strings], Conductor – Wardell QuezergueBass – David Hyde Cello – Daniel CassinDrums – Brian BrignacElectric Guitar – Sam BroussardPiano, Organ [Hammond B3] – George BitzerProducer – Jim BatemanRecorded By – Tony DaigleRecorded By, Mixed By – David FarrellSlide Guitar [Electric] – Sonny LandrethViola – Jennifer CassinViolin – Adrianna Hulscher, Maria TraykovaWritten-By, Producer, Vocals – Bobby Charles | 3:37 |
| 33 | Love In The Worst DegreeBass – Jackie StreetPiano – Hargus RobbinsProducer, Harmony Vocals, Slide Guitar, Cowbell, Drum Programming – Ben KeithRecorded By, Mixed By, Guitar, Drum Programming – Mike Elliott Written-By, Producer, Vocals – Bobby Charles | 3:17 |
| 34 | I Want To Be The OneAcoustic Guitar – Neil YoungBass – Bee SpearsDrums – Billy EnglishElectric Guitar – Jody PayneHarmonica – Mickey RaphaelMixed By – David FarrellMixed By [Assistant] – Steve ReynoldsProducer, Steel Guitar – Ben KeithRecorded By – Larry GreenhillRecorded By [Assistant] – Bobby ArnoldWritten-By, Producer, Vocals – Bobby Charles | 3:57 |
| 35 | Clean WaterBacking Vocals – Brian Tabor, Chamisa Cook, Devisia Tabor, Lisa Smiley, Mike Smiley, Rocklyn Tabor, Tony SmileyBass – Jackie StreetOrgan – Charles CochranPercussion – Kenny Malone, Terry McMillanProducer – Ben KeithRecorded By, Mixed By, Guitar – Mike Elliott Saxophone – Dickie LandryWritten-By, Producer, Vocals – Bobby Charles | 3:06 |
| 36 | But I DoBass – Joe AllenPercussion – Kenny MalonePiano – Charles CochranProducer – Jim BatemanRecorded By, Mixed By, Guitar – Mike Elliott Written-By, Producer, Vocals – Bobby Charles | 4:16 |
3-panel digipak.